Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, except for Additional Obligations issued pursuant to Section 2.4 and Obligations issued pursuant to supplemental indentures in accordance with Article VIII. Such Obligations shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No (1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount. (2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations").
Appears in 1 contract
Samples: Indenture (Fifth Street Senior Floating Rate Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$343,800,000 aggregate principal amount of Secured Notes (except for (i) Note Deferred Interest with respect to the Class C Notes, Class D Notes, Class E Notes and Subordinated Class F Notes, except for Additional Obligations issued (ii) the Reinvesting Holder Notes, (iii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iv) additional notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" $217,600,000 $3,800,000 $34,000,000 $17,000,000 $18,700,000 $18,700,000 $10,200,000 $23,800,000 Stated Maturity* April 30, 2023 April 15, 2016 April 30, 2023 April 30, 2023 April 30, 2023 April 30, 2023 April 30, 2023 April 30, 2023 Fixed Rate Note No No No No No No No N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Note Yes Yes Yes Yes Yes Yes Yes N/A Index LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR N/A Index Maturity 3 month** 3 month** 3 month** 3 month** 3 month** 3 month** 3 month** N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80Spread 1.18% LIBOR + 1.55%(2) LIBOR + 2.651.00% LIBOR + 3.251.75% 2.75% 3.85% 5.25% 5.75% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$Initial Rating(s): S&P AAA(sf) (Integral MultiplesAAA(sf) U.S.$1,000,000 (U.S.$10,000AA(sf) U.S.$250,000 (U.S.$1.00A(sf) U.S.$250,000 (U.S.$1.00BBB(sf) U.S.$250,000 (U.S.$1.00BB(sf) U.S.$250,000 (U.S.$1.00B(sf) U.S.$250,000 (U.S.$1.00N/A Moody's Aaa(sf) Aaa(sf) X/X X/X X/X X/X X/X X/X Ranking: Priority Class(es) Classes None None None A A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C A, B, C, D A, B, C, D, E A, B, C, D, E, F, Reinvesting Holder Notes Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes X A None None None None None None Junior Class(es) Classes*** B, C, D, E, F, Reinvesting Holder Notes, Subordinated Notes B, C, Subordinated Notes BD, CE, F, Reinvesting Holder Notes, Subordinated Notes C, D, E, F, Reinvesting Holder Notes, Subordinated Notes D, E, F, Reinvesting Holder Notes, Subordinated Notes E, F, Reinvesting Holder Notes, Subordinated Notes F, Reinvesting Holder Notes, Subordinated Notes Reinvesting Holder Notes, Subordinated Notes None Listed Notes Yes No Yes Yes Yes Yes Yes Yes Deferred Interest Notes No No No No Yes Yes Yes Yes N/A Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
Issuer * If any such day is not a Business Day, the next succeeding Business Day. ** LIBOR shall be calculated by reference to three-month LIBOR (1) The Holders or the rate representing the linear interpolation of the Class A-R rates for deposits with a term of five months and six months, in the case of the first Interest Accrual Period), in accordance with the definition of LIBOR set forth in Exhibit H hereto. *** The Reinvesting Holder Notes shall also be entitled to receive a Class of Notes and shall have the Class A-R Commitment Fee on characteristics set forth above in respect of the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Subordinated Notes, which except that (i) each Reinvesting Holder Note shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 have an initial principal amount and a minimum denomination of zero and (bii) 2.10% thereafterthe Reinvesting Holder Notes will be a Priority Class in respect of the Subordinated Notes, and the Subordinated Notes will be a Junior Class in respect of the Reinvesting Holder Notes. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 U.S.$100,000, and integral multiples of U.S.$10,000 U.S.$1,000 in excess thereof, except for (x) the Class A Notes and the Subordinated Notes Class X Notes, which shall be issued in minimum denominations of U.S.$250,000 $250,000, and integral multiples of U.S.$1,000 in excess thereof, (y) the Reinvesting Holder Notes, which shall be issued in minimum denominations of $0, and integral multiples of U.S.$1.00 in excess thereof and (z) the "Authorized Denominations")Subordinated Notes, which shall be issued in minimum denominations of $25,000, and integral multiples of U.S.$1,000 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
Appears in 1 contract
Samples: Indenture (JMP Group Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes NotesDebt that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000), the Limited Liability Company Agreement and the Class AA-LR Loans that may be incurred under the Credit Agreement is limited to U.S.$308,975,680 aggregate principal amount of U.S.$390,000,000510,800,000 (except for Secured DebtDeferred Interest with respect to the Deferrable Notes and Subordinated NotesSecurities authenticated and delivered or incurred upon registration of transfer of, except for Additional Obligations issued or in exchange for, or in lieu of, other Secured DebtSecurities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations the Limited Liability Company Agreement). Such Secured Debt and the Subordinated Securities that will be issued by the Issuer on the Closing Date pursuant to supplemental indentures in accordance with Article VIII. Such Obligations its Memorandum and ArticlesOn and after the First Refinancing Date, such Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation AClass A-NR Notes Class A-LR Loans(1) A-FClass A-FR Notes A LoansClass B-R Notes BClass C Notes Subordinated Securities1 Preferred Shares(1) OriginalInitial Principal Amount/Face Amount Amount2(2) Stated U.S.$ 242,000,00 0 221,400,000 (U.S.$5) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$50,000,000 February U.S.$ 30,000,00 0 25,000,000 The Payment Date in May U.S.$50,000,000 41,600,000 The Payment Date in May U.S.$68,000,000 52,000,000 The Payment Date in May U.S.$206,106,000120,80 0,000 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1(7) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 281 On the Closing Date, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers the Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders of the Class A-R Notes shall also be entitled to receive issue U.S.$206,106,000 of Subordinated Securities in the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable form of 206,106 Preferred Shares, U.S.$0.0001 par value per share pursuant to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 Memorandum and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued Articles at an issue price of U.S.$1,000 per share in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes U.S.$2,500,000. The Preferred Shares shall be issued subordinated to each Class of Secured Debt, and shall only be transferred or resold in minimum denominations compliance with the terms of U.S.$1,000,000 and integral multiples of U.S.$10,000 this Indenture and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")Fiscal Agency Agreement.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$410,000,000 aggregate principal amount of Secured Notes and Subordinated Notes, except for Deferred Interest with respect to the Deferred Interest Notes, Additional Obligations Notes issued pursuant to Section 2.4 and Obligations Notes issued pursuant to supplemental indentures in accordance with Article VIII. Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Type Senior Secured Floating Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Interests Initial Principal Amount/Face Amount /Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's U.S. $282,500,000 U.S. $55,000,000 U.S. $47,500,000 U.S. $25,000,000 U.S. $102,250,000 Fitch Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" “AAA sf” “AA sf” “A sf” “BBB+ sf” N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR Rate* Reference Rate** + 1.801.50% LIBOR Reference Rate** + 1.55%(2) LIBOR 2.00% Reference Rate** + 2.652.60% LIBOR Reference Rate** + 3.253.75% N/A Stated Maturity May 28Distribution Date in October, 2025 May 282033 Distribution Date in October, 2025 May 282033 Distribution Date in October, 2025 May 282033 Distribution Date in October, 2025 May 28, 2025 May 28, 2025 2033 N/A Minimum Denominations Denominations*** (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority N/A Ranking of the Notes: Pari Passu Class(es) None None None ANone None Priority Class(es) None A-1-R, A-T, A-S AA-1-R, AA-2-T, A-S, B AR A-1-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S AA-2-R, AB-S AR A-1-R, AA-2-T None None None R, B-R, C-R Junior Class(es) A-2-R, B-R, C-R, Subordinated Notes Interests B-R, C-R, Subordinated Notes BInterests C-R, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Interests Interests None Deferred Interest Notes No No No No Yes Yes N/A Applicable Issuers CoRe-Issuers CoPricing Eligible Notes No No Yes Yes N/A Form Book-Issuers CoEntry (Physical for AIs) Book-Issuers CoEntry (Physical for AIs) Book-Issuers Issuer Issuer Listed Note No Entry (Physical for AIs) Book-Entry (Physical for AIs) Physical Non-U.S. Holders Permitted Yes Yes Yes Yes No No
* The spread over the Reference Rate (1or, in the case of any Fixed Rate Notes, the Interest Rate) applicable to any Class of Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes, subject to the conditions set forth in Section 9.8. ** The Holders of initial Reference Rate with respect to the Class A-R Floating Rate Notes shall also will be entitled to receive the Class A-R Commitment Fee LIBOR. The Reference Rate for calculating interest on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable Notes may be replaced with an Alternative Rate as set forth herein. *** An exception to the Class A-S Notes, which shall minimum denominations may be (a) 1.55% from granted by the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterIssuer in accordance with Article VIII hereof. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "“Authorized Denominations"”); provided that an exception to the minimum denominations may be granted by the Issuer solely to allow for compliance with applicable Risk Retention Regulations.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$251,169,000 (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% U.S.$160,750,000 U.S.$25,100,000 U.S.$65,319,000 Anticipated Repayment Date January 22, 2027 January 22, 2027 N/A Stated Maturity May 28September 22, 2025 May 282033 September 22, 2025 May 282033 September 22, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No 2033 Fixed Rate Note No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Interest Rate Benchmark + 3.50% 11.16% N/A Floating Rate Note No Yes Yes Yes No No
(1) The Holders of the Class N/A KBRA “A(sf)” “BBB(sf)” N/A Priority Classes None A A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13B Pari Passu Classes None None None Junior Classes B, 2016 and (b) 2.10% thereafter. Subordinated Subordinated None Interest Deferrable No No N/A The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 U.S.$100,000 and integral multiples of U.S.$10,000 and the $1,000 in excess thereof. The Subordinated Notes shall will be issued in minimum denominations of U.S.$250,000 $730,000 and integral multiples of U.S.$1.00 $1,000 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$449,950,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Limited Liability Company Agreement). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Preferred Shares Initial Principal Amount/Face Amount Amount(1) U.S.$220,000,000 U.S.$5,000,000 U.S.$22,500,000 U.S.$22,500,000 U.S.$179,950,000 Stated Maturity (U.S.$Payment Date in) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" April 2036 April 2036 April 2036 April 2036 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR Rate: Benchmark + 1.802.15% LIBOR 6.619% Benchmark + 1.55%(2) LIBOR 2.75% Benchmark + 2.65% LIBOR + 3.253.50% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$Floating Rate Notes Yes No Yes Yes N/A Fixed Rate Notes No Yes No No N/A Index(2) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Benchmark N/A Benchmark Benchmark N/A Corresponding Tenor 3 month N/A 3 month 3 month N/A Initial S&P Rating “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Class(es) None None None A-RA-1, A-TA-2 A-1, A-S A-R, A-T, A-SA-2, B A-RA-1, A-T, A-SA-2, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T A-2 A-1 None None None Junior Class(es) B, C, Subordinated Notes Preferred Shares B, C, Subordinated Notes B, Preferred Shares C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No N/A Re-Pricing Eligible(3) Yes Yes Yes Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoA
(1) The Holders . Aggregate issue price in the case of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares.
(2) LIBOR plus . The Benchmark for the spread over LIBOR applicable to Floating Rate Secured Notes will initially be the Class A-S NotesTerm SOFR Rate, which shall will be determined for each Interest Accrual Period; provided that the Term SOFR Rate for the period from (aand including) 1.55% from the Closing Date to (but excluding October 13excluding) the first Payment Date after the Closing Date will be determined by interpolating linearly between the rate for the next shorter period of time for which rates are published by the Term SOFR Administrator and the rate for the next longer period of time for which rates are published by the Term SOFR Administrator. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark”.
3. The spread over the Benchmark (or, 2016 and (bin the case of any Fixed Rate Notes, the stated rate of interest) 2.10% thereafterwith respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes, subject to the conditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Technology Income Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture Indenture, together with any Class A-1 Loans that may be incurred pursuant to the Credit Agreement, is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$350,550,000 (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 2.5, Section 2.6 or Section 8.5 of this Indenture and Obligations (ii) additional securities issued pursuant to supplemental indentures in accordance with Article VIIISection 2.13 and 3.2). Such Obligations The Class A-1 Loans and the Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation Class A-1 Loans Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Class D Notes Subordinated Notes Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" Amount1 U.S.$60,000,000 U.S.$139,500,000 4 U.S.$14,000,000 U.S.$24,500,000 U.S.$28,000,000 U.S.$21,000,000 U.S.$63,550,000 Stated Maturity Payment Date in April 2036 Payment Date in April 2036 Payment Date in April 2036 Payment Date in April 2036 Payment Date in April 2036 Payment Date in April 2036 Payment Date in April 2036 Fixed Rate No No No No No No N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Floating Rate Yes Yes Yes Yes Yes Yes N/A Interest Rate: Index Benchmark Benchmark Benchmark Benchmark Benchmark Benchmark N/A Index Maturity2 3 month 3 month 3 month 3 month 3 month 3 month N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80Spread/Coupon3 2.30% LIBOR + 1.55%(2) LIBOR + 2.652.30% LIBOR + 3.252.70% 2.90% 3.90% 5.90% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations Initial Rating(s): S&P “AAA (U.S.$) sf)” “AAA (Integral Multiples) U.S.$1,000,000 sf)” “AAA (U.S.$10,000) U.S.$250,000 sf)” “AA (U.S.$1.00) U.S.$250,000 sf)” “A (U.S.$1.00) U.S.$250,000 sf)” “BBB- (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) sf)” N/A Priority Class(es) Classes None None None A-RA-1 Loans, A-TA-1 Notes A-1 Loans, A-S A-RA-1 Notes, A-TA-2 A-1 Loans, A-SA-1 Notes, A-2, B A-RA-1 Loans, A-TA-1 Notes, A-SA-2, B, C Pari Passu Class(es) A-TA-1 Loans, A-S A-RA-1 Notes, A-S A-RA-2, A-T None None None Junior Class(es) B, C, Subordinated Notes D Junior Classes A-2, B, C, D, Subordinated Notes A-2, B, C, D, Subordinated Notes B, C, D, Subordinated C, D, Subordinated D, Subordinated Subordinated None Pari Passu A-1 Notes Subordinated Notes A-1 Loans None Deferred None None None None Classes Interest Notes No No No No Yes Yes N/A Applicable Issuers CoDeferrable Re-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note Pricing No No No Yes Yes Yes No No
N/A Eligible Form N/A Book-Entry (1Physical for IAI/ QPs) The Holders Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) 1 As of the Class A-R Notes shall also Closing Date. 2 The initial Benchmark will be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable Term SOFR Rate. The Benchmark may be changed to the Class A-S Notes, which Fallback Rate in accordance with the definition of “Benchmark” and certain other conditions specified herein. The Index Maturity shall be (a) 1.55% a term of three months; provided that for the period from the Closing Date to but excluding October 13the First Interest Determination End Date, 2016 the Benchmark will be determined by interpolating linearly (and (brounding to five decimal places) 2.10% thereafterbetween the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available. 3 The spread over the Benchmark or the stated Interest Rate, as applicable, with respect to any Class of Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Secured Debt, subject to the conditions set forth in Section 9.7. 4 The outstanding principal amount of the Class A-1 Notes will be U.S.$139,500,000 on the Closing Date and may be increased to up to U.S.$199,500,000 in aggregate upon the exercise of the Conversion Option which shall effect the conversion of the Class A-1 Loans into the Class A-1 Notes pursuant to this Indenture. The Secured Debt (other than Class A-1 Loans are not being issued pursuant to this Indenture. At the election of a Class A-1 Lender, all or a portion of the outstanding principal amount of the Class A-R A-1 Loans held by such Class A-1 Lender may be converted into Class A-1 Notes) shall be issued , in minimum denominations which case the Aggregate Outstanding Amount of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R A-1 Notes will be increased by the amount of the Class A-1 Loans so converted and the outstanding principal amount of the Class A-1 Loans will be decreased accordingly. The Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Minimum Denominations. Notes shall only be issued transferred or resold in minimum denominations compliance with the terms of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")this Indenture.
Appears in 1 contract
Samples: Indenture and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$395,500,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A Notes Class B-1 Notes Class B-F Notes Preferred Shares(1) Applicable Issuer Issuers Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$224,000,000 U.S.$26,000,000 U.S.$10,000,000 U.S.$137,775,000 Stated Maturity The Payment Date in June 2032 The Payment Date in June 2032 The Payment Date in June 2032 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Notes Yes Yes Yes N/A Index(3) Reference Rate Reference Rate N/A Spread(4) 1.45% 1.75% N/A N/A Fixed Rate of Interest(4) N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25N/A 2.83% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Initial Rating(s): S&P “AAA(sf)” “AA(sf)” “AA(sf)” N/A Priority Class(es) None None None A A A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-SB-1, B, C -F Pari Passu Class(es) ANone B-T, A-S A-R, A-S A-R, A-T None None F B-1 None Junior Class(es) B-1, B-F, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares are not being issued hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR plus (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
(4) The spread over LIBOR applicable the Reference Rate (or, in the case of any Fixed Rate Note, the stated rate of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class Aof Re-S Pricing Eligible Notes, which shall be (a) 1.55% from subject to the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterconditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$908,195,000 aggregate principal amount of Secured Notes (except for (i) Deferred Interest with respect to the Class C Notes and Subordinated the Class D Notes, except for Additional Obligations issued (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$ 490,000,000 U.S.$ 38,500,000 U.S.$ 18,000,000 U.S.$ 27,000,000 U.S.$ 95,000,000 U.S.$ 60,000,000 U.S.$ 179,695,000 Stated Maturity January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 December 13, 2118 Fixed Rate Note No Yes No No No No N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.801.48% 4.665 % LIBOR + 1.55%(2) LIBOR + 2.652.25% LIBOR + 3.251.75% LIBOR + 2.30% LIBOR + 2.75% N/A Stated Floating Rate Note Yes No Yes Yes Yes Yes N/A Index LIBOR N/A LIBOR LIBOR LIBOR LIBOR N/A Index Maturity May 283 month N/A 3 month 3 month 3 month 3 month N/A Spread1 1.48 % N/A 2.25 % 1.75 % 2.30 % 2.75 % N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “AA(sf)” “A(sf)” “BBB-(sf)” N/A Fitch “AAAsf” N/X X/X X/X X/X X/X X/X Priority Classes None A-0 X-0, 2025 May 28X-0 X-0, 2025 May 28X-0 X-0. A-0, 2025 May 28X-0, 2025 May 28X-0 X-0, 2025 May 28X-0, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-RX-0, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, BX-0, C Pari Passu Class(es) A-TA-0, A-S A-RX-0, A-S A-RX-0, A-T None None None Junior Class(es) BX-0, C, Subordinated Notes BD Pari Passu Classes None None B-0 X-0 Xxxx Xxxx Xxxx Junior Classes A-0, X-0, X-0, X, X, Xxxxxxxxxxxx X-0, X-0, C, D, Subordinated Notes B, C, D, Subordinated Notes C, D, Subordinated Notes D, Subordinated Notes Subordinated None Deferred Interest Notes Deferrable No No No No Yes Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) 1 The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the for each Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The of Secured Debt Notes (other than the Class A-R A-1 Notes) is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the . The Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S.$2,100,000 and integral multiples of U.S.$1.00 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$350,000,000 aggregate principal amount of Secured Notes (except for (i) Deferred Interest with respect to the Class B Notes and Subordinated the Class C Notes, except for Additional Obligations issued (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) additional notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Type Senior Secured Revolving Floating Rate Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Deferrable Floating Rate Senior Secured Deferrable Floating Rate Subordinated Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's $50,000,000 $111,175,000 $24,150,000 $25,025,000 $13,650,000 $126,000,000 S&P Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating AAA(sf)"1 "AAA(sf)" "AAA(sfAA(sf)" "AAA(sfA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) CP Rate + 1.90% or LIBOR + 1.90%23 LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.653.40% LIBOR + 3.254.65% LIBOR + 5.50% N/A Listed Notes No Yes Yes Yes No No Interest Deferrable No No No Yes Yes N/A Stated Maturity May 28September 25, 2025 May 282023 September 25, 2025 May 282023 September 25, 2025 May 282023 September 25, 2025 May 282023 September 25, 2025 May 282023 September 25, 2025 2023 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 $250,000 (U.S.$10,000$1.00) U.S.$250,000 $250,000 (U.S.$1.00$1.00) U.S.$250,000 $250,000 (U.S.$1.00$1.00) U.S.$250,000 $250,000 (U.S.$1.00$1.00) U.S.$250,000 $100,000 (U.S.$1.00$1.00) U.S.$250,000 $100,000 (U.S.$1.00$1.00) Priority Class(es) Classes None None None A-RA-1R, A-A-1T A-1R, A-1T, A-S A-RA-2 A-1R, A-A-1T, A-SA-2, B A-RA-1R, A-A-1T, A-SA-2, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-Classes A-1T A-1R None None None None Junior Class(es) Classes A-2, B, C, Subordinated Notes A-2, B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest The Secured Notes No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders of except for the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R C Notes) shall be issued in minimum denominations of U.S.$250,000 U.S.$ 250,000 and integral multiples of U.S.$1.00 in excess thereof, and the Class A-R C Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S.$ 100,000 and integral multiples of U.S.$1.00 U.S.$1.00. Notes shall only be transferred or resold in excess thereof (compliance with the "Authorized Denominations")terms of this Indenture. 1 The ratings assigned to the Class A-1R Notes by S&P do not address the payment of any Class A-1R Note Additional Amounts. 2 Class A-1R Notes will accrue interest at the CP Rate plus the spread indicated above so long as they are held by a CP Conduit and funded through the issuance of commercial paper and otherwise will accrue interest at LIBOR plus the spread indicated above. The CP Rate will be capped at LIBOR + 0.50%. In addition, the Interest Rate of the Class A-1R Notes will be subject to the Interest Rate Cap.
Appears in 1 contract
Samples: Indenture (Garrison Capital Inc.)
Authorized Amount; Stated Maturity; Denominations. (a) The aggregate principal amount of the Secured Notes NotesDebt and the Subordinated Notes that may be authenticated and delivered under this Indenture (or, in the case of the Class A-1L Loans, incurred under the ClassA-1L Loan Agreement) is limited to U.S.$308,975,680 U.S.$300,500,000347,445,000 aggregate principal amount of Secured NotesDebt except for (i) Deferred Interest with respect to the Class B Notes and Subordinated the Class C Notes, except for Additional Obligations issued (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) Additional NotesObligations issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2. Such Obligations (a) Prior to the Refinancing Date, the Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Designation Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, A-1 Notes Class A-2A Notes Class A-2B Notes Class B A-R, A-T, A-S, B, Notes Class C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Type Senior Secured Floating Rate Notes No No No No Yes N/A Applicable Senior Secured Floating Rate Notes Senior Secured Fixed Rate Notes Secured Deferrable Floating Rate Notes Secured Deferrable Floating Rate Notes Subordinated Notes Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note Original Principal Amount (U.S.$) $178,200,000 $25,000,000 $9,950,000 $16,400,000 $17,350,000 $53,600,000 S&P Initial Rating “AAA (sf)” “AA (sf)” “AA (sf)” “A- (sf)” “BBB- (sf)” N/A Interest Rate LIBOR1 + 1.73% LIBOR + 2.45% 4.2319% LIBOR + 3.40% LIBOR + 4.40% N/A Interest Deferrable No No No Yes Yes Yes No NoN/A Stated Maturity Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Minimum Denominations (U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) Priority Classes None A-1 A-1 X-0, X-0X, X-0X X-0, X-0X, X-0X, B X-0, X-0X, X-0X, X, X Xxxx Xxxxx Classes None X-0X X-0X Xxxx Xxxx Xxxx Xxxxxx Xxxxxxx X-0X, X-0X, B, C, Subordinated B, C, Subordinated B, C, Subordinated C, Subordinated Subordinated None
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured On and after the Refinancing Date, the Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 with the designations, original principal amounts and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations").other characteristics as follows:
Appears in 1 contract
Samples: Supplemental Indenture (AB Private Credit Investors Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Debt that may be authenticated and delivered under this Indenture or the Class A-L Loan Agreements is limited to U.S.$308,975,680 aggregate principal U.S.$298,060,000 (including the amount of Secured the Class A-1 Notes and Subordinated Notes, upon Conversion of the Class A-L-A Loans) (except for Additional Obligations issued (i) Debt authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt pursuant to Section 2.4 2.5, Section 2.6, Section 2.12 or Section 8.5 of this Indenture and Obligations (ii) additional securities issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2 or additional loans incurred pursuant to the Class A-L Loan Agreements). Such Obligations Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation Class X Notes Class A-1 Notes Class A-L-A Loans Class A-L-B Loans Class B Notes Subordinated Notes Original Principal Amount/Face Amount (U.S.$Amount(1) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$ 2,000,000 U.S.$ 100,500,000(2) U.S.$ 25,000,000(2) U.S.$ 50,000,000 U.S.$ 37,500,000 U.S.$ 83,060,000 Stated Maturity Payment Date in January 2036 Payment Date in January 2036 Payment Date in January 2036 Payment Date in January 2036 Payment Date in January 2036 Payment Date in January 2036 Interest Rate: Index(3) Reference Rate Reference Rate Reference Rate Reference Rate Reference Rate N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80Spread 2.00% LIBOR + 1.55%(2) LIBOR + 2.652.35% LIBOR + 3.252.35% 2.35% 3.20% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations Initial S&P Rating: “AAA (U.S.$) sf)” “AAA (Integral Multiples) U.S.$1,000,000 sf)” “AAA (U.S.$10,000) U.S.$250,000 sf)” “AAA (U.S.$1.00) U.S.$250,000 sf)” “AA (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes sf)” N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations"Priority Class(es).
Appears in 1 contract
Samples: Indenture and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$351,000,000 (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 2.5, Section 2.6 or Section 8.5 of this Indenture and Obligations (ii) additional securities issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" Xxxxxxxx Xxxxxxxxx Xxxxxx0 U.S.$205,000,000 U.S.$23,000,000 U.S.$40,000,000 U.S.$26,250,000 U.S.$28,500,000 U.S.$28,250,000 Stated Maturity The Payment Date in August 2027 The Payment Date in August 2027 The Payment Date in August 2027 The Payment Date in August 2027 The Payment Date in August 2027 The Payment Date in August 2027 Interest Rate: Fixed Rate Note No 3.461% No No No No 1 As of the Closing Date. Floating Rate Note Yes No Yes Yes Yes Yes Index LIBOR N/A Expected S&P LIBOR LIBOR LIBOR LIBOR Index Maturity2 3 month N/A 3 month 3 month 3 month 3 month Spread3 2.00% N/A 2.90% 3.95% 5.25% 7.50% Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Fitch Rating: AAAsf AAAsf N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$Initial Xxxxx’x Rating: Aaa(sf) (Integral MultiplesAaa(sf) U.S.$1,000,000 (U.S.$10,000Aa2(sf) U.S.$250,000 (U.S.$1.00A2(sf) U.S.$250,000 (U.S.$1.00Baa3(sf) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Ba3 Priority Class(es) None None None A-RA X, A-TX X, A-S A-RX, A-TX X, A-SX, B A-RX, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None X Junior Class(es) B, C, Subordinated Notes D, E B, C, Subordinated Notes BD, E C, Subordinated D, E D, E E None Pari Passu Class(es) X-0 X-0 Xxxx Xxxx Xxxx Xxxx Listed Notes C, Subordinated Notes Subordinated Notes None Deferred Yes Yes Yes Yes Yes No Interest Notes No deferrable No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
Form Book-Entry (1Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Physical (Book-Entry on Closing Date) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued held in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Minimum Denominations. Notes shall only be issued transferred or resold in minimum denominations compliance with the terms of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")this Indenture.
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$399,700,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Limited Liability Company Agreement). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A Notes Class B-1 Notes Class B-2 Notes Class C Notes Preferred Shares(1) Initial Principal Amount/Face Amount Amount(2) U.S.$208,000,000 U.S.$7,000,000 U.S.$13,000,000 U.S.$12,000,000 U.S.$159,700,000 Stated Maturity (U.S.$Payment Date in) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" July 2037 July 2037 July 2037 July 2037 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR Rate: Benchmark + 1.802.00% LIBOR Benchmark + 1.55%(2) LIBOR 2.50% 6.254% Benchmark + 2.65% LIBOR + 3.252.64% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$Floating Rate Notes Yes Yes No Yes N/A Fixed Rate Notes No No Yes No N/A Index(3) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Benchmark Benchmark N/A Benchmark N/A Corresponding Tenor 3 month 3 month 3 month 3 month N/A Initial S&P Rating “AAA(sf)” “AA(sf)” “AA(sf)” “A(sf)” N/A Priority Class(es) None None None A A A-R, B-1, B-2 A-T, A-S A-RB-1, A-T, A-S, B A-R, A-T, A-S, BB-2, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None B-2 B-1 None None Junior Class(es) BB-1. B-2, C, Subordinated Notes B, Preferred Shares C, Subordinated Notes B, Preferred Shares C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No N/A Re-Pricing Eligible(4) No Yes Yes Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Issuer Issuer Entry Physical Listed Note Class: Yes No Yes Yes Yes No No No
(1) The Holders . Aggregate issue price in the case of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares.
(2) LIBOR plus . The Benchmark for the spread over LIBOR applicable to Floating Rate Secured Notes will initially be the Class A-S NotesTerm SOFR Rate, which shall will be determined for each Interest Accrual Period; provided that the Term SOFR Rate for the period from (aand including) 1.55% from the Closing Date to (but excluding October 13excluding) the first Payment Date after the Closing Date will be determined by interpolating linearly between the rate for the next shorter period of time for which rates are published by the Term SOFR Administrator and the rate for the next longer period of time for which rates are published by the Term SOFR Administrator. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark”.
3. The spread over the Benchmark (or, 2016 and (bin the case of any Fixed Rate Notes, the stated rate of interest) 2.10% thereafterwith respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes, subject to the conditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 (except for the Class C Notes, which will be issued in minimum denominations of U.S.$150,000) and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Technology Finance Corp. II)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$500,590,000 (except for Additional Obligations issued the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Limited Liability Company Agreement). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount Amount(2) U.S.$ 275,000,000 U.S.$ 25,000,000 U.S.$ 25,000,000 U.S.$ 175,590,000 Stated Maturity (U.S.$the Payment Date in) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" July 2036 July 2036 July 2036 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Notes Yes Yes Yes N/A Fixed Rate Notes No No No N/A Index(3) Benchmark Benchmark Benchmark N/A Index Maturity 3-months 3-months 3-months N/A Spread(4) 1.68% 1.85% 1.95% N/A Fixed Rate of Interest N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Fitch “AAAsf” N/A N/A N/A Priority Class(es) None None None A-RA-1 A-1, A-TA-2 A-1, A-S A-R, A-T, A-SA-2, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None None Junior Class(es) A-2, B, C, Subordinated Notes Preferred Shares B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes Deferrable No No No N/A Re-Pricing Eligible No Yes Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoA
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares are not being issued hereunder.
(2) LIBOR plus Aggregate issue price in the spread over LIBOR applicable to case of the Class A-S NotesPreferred Shares.
(3) The Benchmark for the Floating Rate Notes will initially be the Term SOFR Rate, which shall be determined for each Interest Accrual Period; provided that the Benchmark for the first Interest Accrual Period will be determined as set forth in the definition of “Term SOFR Rate”.
(a4) 1.55% from The spread over the Closing Date Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to but excluding October 13the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes, 2016 and (b) 2.10% thereaftersubject to the conditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of (i) Notes (including the Secured amount of the Class A Notes and upon the Subordinated Notes conversion of the Class A-L Loans) that may be authenticated and delivered under this Indenture and (ii) Class A-L Loans incurred under the Class A-L Credit Agreement, is limited to U.S.$308,975,680 U.S.$369,000,000 aggregate principal amount of Secured Notes and Subordinated Debt (except for (i) Deferred Interest with respect to the Deferrable Notes, except for Additional Obligations issued (ii) Secured Debt authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Secured Debt pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) Additional Debt issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Secured Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Type Senior Secured Floating Rate Senior Secured Floating Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A $161,000,000 $100,000,000 $45,000,000 $36,000,000 $27,000,000 Expected S&P Initial Rating "rating “AAA(sf)" "” “AAA(sf)" "AAA(sf” “AA(sf)" N/A N/A N/A Debt ” “A(sf)” “BBB(sf)” Interest Rate Class A-R Note Rate1 Benchmark + 1.90% Benchmark + 1.90% Benchmark + 2.30% Benchmark + 2.95% Benchmark + 4.95% Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Deferrable No No No Yes Yes Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Payment Date in July 2036 Payment Date in July 2036 Payment Date in July 2036 Payment Date in July 2036 Payment Date in July 2036 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 $250,000 (U.S.$10,000$1.00) U.S.$250,000 $250,000 (U.S.$1.00$1.00) U.S.$250,000 $250,000 (U.S.$1.00$1.00) U.S.$250,000 $250,000 (U.S.$1.00$1.00) U.S.$250,000 $250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00$1.00) Priority Class(es) None Classes None None A-R, A-TL A, A-S L, B A-R, A-T, A-S, B A-R, A-T, A-SL, B, C Pari Passu Class(es) Classes A-T, A-S A-R, A-S A-R, A-T L A None None None Junior Class(es) Classes A-L, B, C, Subordinated Notes D, Interests B, C, Subordinated Notes BD, Interests C, Subordinated Notes CD, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes Interests D, Interests Interests Form Book-Entry (Physical for IAIs) N/A Applicable Issuers CoBook-Issuers CoEntry (Physical for IAIs) Book-Issuers CoEntry (Physical for IAIs) Book-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
Entry (1Physical for IAIs) 1 The Holders of initial Benchmark for the Class A-R Floating Rate Notes shall also be entitled to receive the Class A-R Commitment Fee on Term SOFR Rate. The Term SOFR Rate is calculated as set forth in the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable definition thereof; provided that, with respect to the Class A-S Notesfirst Interest Accrual Period, which the Term SOFR Rate shall be (a) 1.55% from calculated by interpolating the Closing Date to but excluding October 13rate for a Term SOFR Rate with a term of 6 months and 12 months. However, 2016 and (b) 2.10% thereafterthe Benchmark may change in accordance with the definition thereof. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, . Secured Debt shall only be transferred or resold in compliance with the terms of this Indenture or the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")L Credit Agreement, as applicable.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$396,600,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuers Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$157,000,000 U.S.$40,000,000 U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$40,000,000 U.S.$3,000,000 U.S.$136,600,000 Stated Maturity The Payment Date in January 2031 The Payment Date in January 2031 The Payment Date in January 2031 The Payment Date in January 2031 The Payment Date in January 2031 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Fixed Rate Notes No Yes No No Yes N/A Floating Rate Notes Yes No Yes Yes No N/A Index(3) Reference Rate N/A Reference Rate Reference Rate N/A N/A Index Maturity(4) 3 month N/A Debt Interest Rate Class A-R Note Interest Rate(13 month 3 month N/A N/A Spread(5) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.251.75% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$2.20% 2.75% N/A N/A Fixed Rate of Interest(5) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) N/A 3.44% N/A N/A 4.46% N/A S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “AA(sf)” N/A Priority Class(es) None None None AA1-RL, AA1-TF A1-L, AA1-S AF, A-0 X0-RX, AX0-TX, AX-0 X0-SX, B AX0-RX, AX-0, X-T, A-SX, B, C -F Pari Passu Class(es) AA1-T, AF A1-S AL None B-R, AF B-S A-R, A-T None None X None Junior Class(es) A-0, X-X, X-X, Xxxxxxxxx Xxxxxx X-0, X-X, B-F, CPreferred Shares B-L, Subordinated Notes B-F, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes No N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Book-Entry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also Preferred Shares
3. The Reference Rate may be entitled changed to receive an Alternate Reference Rate as described in the Class A-R Commitment Fee on the Aggregate Undrawn Amountdefinition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (2) subject to a floor of zero), except that LIBOR plus for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over LIBOR applicable the Reference Rate (or, in the case of any Fixed Rate Note, the stated rated of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class Aof Re-S Pricing Eligible Notes, which shall be (a) 1.55% from subject to the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterconditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$300,000,000420,000,000 aggregate principal amount of Secured Notes (except for (i) Deferred Interest with respect to the Class B Notes and Subordinated the Class C Notes, except for Additional Obligations issued (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) additional notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class AA- 1RR-R Note Interest Rate(1Class A 1TT-R Class A-1F Class A Class BB- Subordinated Designation Notes Notes Notes 2-R Notes R Notes Class C Notes Notes Type Senior Secured Revolving Floating Rate Senior Secured Floating Rate Senior Secured Fixed Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Subordinated Issuer(s) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None ACo-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issu Issuer Issuer Original Principal $25,000,0 $88,150,00 $20,700,0 $21,450,00 Amount 0050,000,000 0170,400,000 $25,000,000 0055,100,000 036,500,000 $11,700,000 $108,000,000 (U.S.$) Expected S&P Initial Rating "AAA (sf)" "AAA (sf)" "AAA(sf)" "AA (sf)" "A (sf)" "BBB(sf)" "BBB(sf)" CP Rate + 2.201.58% or LIBOR + LIBOR + LIBOR + LIBOR + LIBOR + Interest Rate 2.201.58 2.201.58% 3.41% 3.152.45% 4.003.17% 6.00% N/A Listed Note Notes No Yes Yes Yes Yes Yes No No
Interest Deferrable No No No No Yes Yes N/A Stated Maturity1 September 29, 2027 November 20, 2029 September 29, 2027 November 20, 2029 September 29, 2027 September 29, 2027 November 20, 2029 September 29, 2027 November 20, 2029 September 29, 2027 September 29, 2027 November 20, 2029 Minimum Denominations (U.S.$) $250,000 $250,000 $250,000 $250,000 $250,000 $250,000 $250,000 (Integral Multiples) ($1.00) ($1.00) ($1.00) ($1.00) ($1.00) ($1.00) ($1.00) X-0XX-X 0XX-X, X- X-0XX-X, A-1T, A- A-0X, X- 0XX-X, X- X-0X, X- 0XX-X, A 1) The Holders of the Class AT, A-0X, 0-X, X, Xxxxxxxx Xxxxxxx Xxxx Xxxx Xxxx 0XX-X 2-R Notes shall also be entitled to receive the Class AA-2, B CB-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class APari Passu A-1T, A A-0X, X- X-0X, X- Xxxxxxx 0XX-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class AX 1FR-R Notes) 1T None None None None A-0-X, X, X-0-X, X, XX-X, CB-R, A-2, B, C, B, CB-R, C, Junior Classes Notes Notes Notes Notes Notes Notes None The Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R . Notes shall only be issued transferred or resold in minimum denominations compliance with the terms of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$908,195,000 aggregate principal amount of Secured Notes (except for (i) Deferred Interest with respect to the Class C Notes and Subordinated the Class D Notes, except for Additional Obligations issued (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S. $490,000,000 U.S. $38,500,000 U.S. $18,000,000 U.S. $27,000,000 U.S. $95,000,000 U.S. $60,000,000 U.S. $179,695,000 Stated Maturity January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 December 13, 2118 Fixed Rate Note No Yes No No No No N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.801.48% 4.6652.498% LIBOR + 1.55%(2) LIBOR + 2.652.25% LIBOR + 3.251.75% LIBOR + 2.30% LIBOR + 2.75% N/A Stated Floating Rate Note Yes No Yes Yes Yes Yes N/A Index LIBOR N/A LIBOR LIBOR LIBOR LIBOR N/A Index Maturity May 283 month N/A 3 month 3 month 3 month 3 month N/A Spread1 1.48% N/A 2.25% 1.75% 2.30% 2.75% N/A Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “AA(sf)” “A(sf)” “BBB-(sf)” N/A Fitch “AAAsf” X/X X/X X/X X/X X/X X/X Priority Classes None X-0 X-0, 2025 May 28X-0-X X-0, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None AX-0-X X-0. A-2-R, AX-0, X-0 X-0, X-0-TX, A-S A-RX-0, A-T, A-S, B A-R, A-T, A-S, BX-0, C Pari Passu Class(es) AX-0, X-0-TX, A-S A-RX-0, A-S A-R, A-T None None None Junior Class(es) BX-0, C, Subordinated Notes BD Pari Passu Classes None None X-0 X-0 Xxxx Xxxx Xxxx Junior Classes X-0-X, X-0, X-0, X, X, Xxxxxxxxxxxx X-0, X-0, C, D, Subordinated Notes B, C, D, Subordinated Notes C, D, Subordinated Notes D, Subordinated Notes Subordinated None Deferred Interest Notes Deferrable No No No No Yes Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) 1 The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the for each Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The of Secured Debt Notes (other than the Class A-R A-1 Notes) is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the . The Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S.$2,100,000 and integral multiples of U.S.$1.00 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$302,500,000 (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 2.5, Section 2.6 or Section 8.5 of this Indenture and Obligations (ii) additional securities issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$) Xxxxxxxx Xxxxxxxxx Xxxxxx0 U.S.$176,500,000 U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$36,750,000 U.S.$22,500,000 U.S.$23,750,000 U.S.23,000,000 Stated Maturity The Payment Date in February 2028 The Payment Date in February 2028 The Payment Date in February 2028 The Payment Date in February 2028 The Payment Date in February 2028 The Payment Date in February 2028 Interest Rate: Fixed Rate Note: No 3.440% No No No No Floating Rate Note: Yes No Yes Yes Yes Yes Index LIBOR N/A Expected S&P LIBOR LIBOR LIBOR LIBOR Index Maturity2 3 month N/A 3 month 3 month 3 month 3 month Spread3 2.30% N/A 3.75% 5.40% 5.50% 7.50% Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Fitch Rating: AAAsf AAAsf N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$Initial Xxxxx’x Rating: Aaa(sf) (Integral MultiplesAaa(sf) U.S.$1,000,000 (U.S.$10,000Aa2(sf) U.S.$250,000 (U.S.$1.00A2(sf) U.S.$250,000 (U.S.$1.00Baa3(sf) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Ba3 Priority Class(es) None None None A-RA X, A-TX X, A-S A-RX, A-TX X, A-SX, B A-RX, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None X Junior Class(es) B, C, Subordinated Notes D, E B, C, Subordinated Notes BD, E C, Subordinated D, E D, E E None Pari Passu Class(es) X-0 X-0 Xxxx Xxxx Xxxx Xxxx Listed Notes C, Subordinated Notes Subordinated Notes None Deferred Yes Yes Yes Yes No No Interest Notes deferrable No No No Yes Yes Yes ERISA Restricted Note No No No No Yes N/A Applicable Issuers CoNo Yes4 Form Book-Issuers CoEntry (Physical for IAIs) Book-Issuers CoEntry (Physical for IAIs) Book-Issuers CoEntry (Physical for IAIs) Book-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
Entry (1Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued held in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Minimum Denominations. Notes shall only be issued transferred or resold in minimum denominations compliance with the terms of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")this Indenture.
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$303,700,000 (except for Additional Obligations issued Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations issued pursuant to supplemental indentures in accordance with Article VIII2.5, Section 2.6 or Section 8.5 of this Indenture). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Amount1 U.S.$190,700,000 U.S.$26,000,000 U.S.$35,200,000 U.S.$11,400,000 U.S.$16,300,000 U.S.$24,100,000 Stated Maturity The Payment Date in January 2023 The Payment Date in January 2023 The Payment Date in January 2023 The Payment Date in January 2023 The Payment Date in January 2023 The Payment Date in January 2023 Fixed Rate Note No No No No No No Interest Rate: Floating Rate Class A-R Note Interest Rate(1) Yes Yes Yes Yes Yes Yes Index LIBOR + 1.80LIBOR LIBOR LIBOR LIBOR LIBOR Index Maturity2 3 month 3 month 3 month 3 month 3 month 3 month Spread 1.90% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es4.25% 6.25% 6.75% 7.00% Initial Rating(s): S&P AAA(sf) None None None None None Moody’s Aaa(sf) Aa2(sf) A2(sf) Baa2(sf) Ba1(sf) B2(sf) Priority Classes None A A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C A, B, C, D A, B, C, D, E Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes None None None None None None Junior Class(es) Classes B, C, Subordinated Notes BD, E, F C, Subordinated D, E, F D, E, F E, F F None Listed Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Yes Yes Yes Yes Yes Yes Interest Notes deferrable No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
Yes Form Book-Entry (1Physical for IAIs) The Holders Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Physical Physical 1 As of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) Closing Date. 2 LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from calculated by reference to three-month LIBOR, in accordance with the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterdefinition of LIBOR set forth in Exhibit C hereto; provided that LIBOR for the first Interest Accrual Period shall equal 0.583%. The Secured Debt (other than the Class A-R Notes) Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R . Notes shall only be issued transferred or resold in minimum denominations compliance with the terms of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")this Indenture.
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$438,900,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$236,500,000 U.S.$15,500,000 U.S.$186,900,000 Stated Maturity The Payment Date in May 2029 The Payment Date in May 2029 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Notes Yes Yes N/A Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread(5) 2.62% 3.40% N/A Fixed Rate of Interest(5) N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-RX-0 X-0, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari X-0 Xxxx Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) BA-2, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (2) subject to a floor of zero), except that LIBOR plus for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over LIBOR applicable the Reference Rate with respect to the Re‑Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class Aof Re-S Pricing Eligible Notes, which shall be (a) 1.55% from subject to the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterconditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$425,000,000 (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation A B C Subordinated Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$261,375,000 U.S.$44,625,000 U.S.$36,125,000 U.S. $82,875,000 Stated Maturity April 30, 2032 April 30, 2032 April 30, 2032 April 30, 2032 Fixed Rate Note Yes Yes Yes N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.804.05 % LIBOR + 1.55%(2) LIBOR + 2.655.15 % LIBOR + 3.257.75 % N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Floating Rate Note No No No N/A Initial Rating(s): KBRA “A(sf)” “BBB(sf)” “BB(sf)” N/A Priority Class(es) Classes None None None A A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes None None None None Junior Class(es) Classes B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No Deferrable No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt Notes (other than the Class A-R C Notes) shall be issued in minimum denominations of U.S.$250,000 U.S.$100,000 and integral multiples of U.S.$1.00 $1,000 in excess thereof, the . The Class A-R C Notes shall will be issued in minimum denominations of U.S.$1,000,000 $500,000 and integral multiples of U.S.$10,000 and the $1,000 in excess thereof. The Subordinated Notes shall will be issued in minimum denominations of U.S.$250,000 $4,700,000 and integral multiples of U.S.$1.00 $1,000 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
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Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$328,000,000 aggregate principal amount of Secured Notes except for (i) Deferred Interest with respect to the Class C Notes and Subordinated the Class D Notes, except for (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) Additional Obligations issued pursuant to Section 2.4 and Obligations issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2. Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Type Senior Secured Floating Rate Senior Secured Floating Rate Secured Deferrable Floating Rate Secured Deferrable Floating Rate Subordinated Issuer(s) Issuer Entities Issuer Entities Issuer Entities Issuer Entities Issuer and Issuer Subsidiaries Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's $ 228,000,000 $ 36,000,000 $ 36,000,000 $ 28,000,000 $ 67,000,000 S&P Initial Rating "Aaa(sf“AAA (sf)" "Aaa(sf” “AA (sf)" "Aaa(sf” “A- (sf)" "Aa2(sf” “BBB- (sf)" "A2(sf)" ” N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate Reference Rate1 + 2.60% Reference Rate1 + 3.65% Reference Rate1 + 4.55% Reference Rate1 + 6.90% N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Deferrable No No Yes Yes N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Payment Date in April 2035 Payment Date in April 2035 Payment Date in April 2035 Payment Date in April 2035 Payment Date in April 2035 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 $250,000 (U.S.$10,000$1.00) U.S.$250,000 (U.S.$1.00$250,000($1.00) U.S.$250,000 (U.S.$1.00$250,000($1.00) U.S.$250,000 (U.S.$1.00$250,000($1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00$250,000($1.00) Priority Class(es) Classes None None None A A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C A, B, C, D Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes None None None None None Junior Class(es) Classes B, C, D, Subordinated Notes B, C, Subordinated Notes B, CD, Subordinated Notes CD, Subordinated Subordinated None The Notes Subordinated Notes None Deferred Interest Notes No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R . Notes shall only be issued transferred or resold in minimum denominations compliance with the terms of U.S.$1,000,000 and integral multiples this Indenture. 1 The initial Reference Rate will be Term SOFR. Term SOFR is calculated as set forth in the definition of U.S.$10,000 and the Subordinated Notes term “Term SOFR”. In accordance with the definition of Term SOFR, Term SOFR shall be issued calculated by reference to rates with a tenor of three months except as provided in minimum denominations the definition of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (Designated Maturity. Term SOFR for the "Authorized Denominations")first Interest Accrual Period will be set on two different Interest Determination Dates and, therefore, two different rates may apply during that period. Term SOFR shall at no time be less than 0.0% per annum.
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Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$426,850,000 aggregate principal amount of Secured Notes and Subordinated Notes, (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation A B C-1 C-2 D2 Subordinated Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S. $224,000,000 U.S. $28,000,000 U.S. $36,000,000 U.S. $10,000,000 U.S. $28,000,000 U.S. $100,850,000 Stated Maturity April 15, 2033 April 15, 2033 April 15, 2033 April 15, 2033 April 15, 2033 March 11, 2121 Interest Rate1 LIBOR + 1.60% LIBOR + 1.85% LIBOR + 2.80% 3.91% LIBOR + 5.00%3 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Fixed Rate Note No No No Yes No N/A N/A N/A Debt Interest Floating Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No Yes Yes Yes No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Initial S&P Rating “AAA(sf)” “AA(sf)” “A(sf)” “A(sf)” “BBB-(sf)” N/A Priority Classes None A A, B A, B A, B, C A, B, C, D Pari Passu Classes None None C-0 X-0 Xxxx Xxxx Junior Classes B, C, D, Subordinated C, D, Subordinated D, Subordinated D, Subordinated Subordinated None Listed Note Notes Yes No No No No No Interest Deferrable No No Yes Yes Yes No No
(1) N/A 1 The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the for each Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The of Secured Debt Notes (other than the Class A-R A Notes) is subject to reduction pursuant to Section 9.8. 2 On the Closing Date, the Issuer will issue the Unfunded Class (the Class D Notes) to the initial holder(s) thereof. The initial principal amount of the Class D Notes set forth in the table above is a notional amount representing the aggregate principal amount of the Class D Notes (the “Aggregate Unfunded Class Amount”) and is undrawn on and as of the Closing Date. On each Funding Date, the principal amount of the Class D Notes will be set forth in the Unfunded Class Funding Notice for such Funding Date; provided that no Unfunded Class Funding shall be permitted if after giving effect to such Unfunded Class Funding the Aggregate Funded Amount would exceed the Aggregate Unfunded Class Amount. The Class D Notes will not be “Outstanding” on the Closing Date, and except for purposes of transfers of Notes prior to the Funding Date (if any) will have an initial Aggregate Outstanding Amount of zero until such time as the applicable Funding Date (if any) occurs pursuant to Section 2.14. 3 The spread or fixed interest rate, as applicable, for the Class D Notes will be set in connection with the Funding Date (if any); provided that the spread or interest rate, as applicable, will not be greater than the spread or fixed interest rate specified above. The Secured Notes (other than the Class D Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the . The Class A-R D Notes shall will be issued in minimum denominations of U.S.$1,000,000 U.S.$500,000 and integral multiples of U.S.$10,000 and the U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S.$3,000,000 and integral multiples of U.S.$1.00 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
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Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes Debt and the Subordinated Notes that may be authenticated and delivered under this Indenture and incurred pursuant to the Credit Agreement is limited to U.S.$308,975,680 U.S.$386,600,000 aggregate principal amount of Secured Notes and Subordinated Notes, Debt (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Debt issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S. $85,000,000 U.S. $140,000,000 U.S. $38,800,000 U.S. $122,800,000 Stated Maturity Payment Date in January, 2034 Payment Date in January, 2034 Payment Date in January, 2034 December 14, 2122 Fixed Rate Note No No No N/A Expected Floating Rate Note Yes Yes Yes N/A Interest Rate1 Benchmark + 2.60% Benchmark + 2.60% Benchmark + 3.09% N/A S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sfAA(sf)" N/A Priority Classes None None A A, B Pari Passu Classes Class A Notes Class A Loans None None Junior Classes B, Subordinated B, Subordinated Subordinated None Interest Deferrable No No No N/A N/A Re-Pricing Eligible Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) 1 The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable the Benchmark for each Class of Re-Pricing Eligible Debt is subject to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date reduction pursuant to but excluding October 13, 2016 and (b) 2.10% thereafterSection 9.8. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the . The Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S.$1,400,000 and integral multiples of U.S.$1.00 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
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Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$402,360,000 aggregate principal amount of Secured Notes and Subordinated Notes, (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Type Senior Secured Floating Rate Senior Secured Floating Rate Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" $232,000,000 $16,000,000 $154,360,000 Fixed Rate Note No No N/A Floating Rate Note Yes Yes N/A Index Benchmark Benchmark N/A Index Maturity 3 month 3 month N/A Expected S&P Initial Rating "“AAA(sf)" "” “AAA(sf)" "AAA(sf)" ” N/A Expected Fitch Initial Rating “AAAsf” N/A N/A N/A Debt (1) Each Class of Notes is referred to in this Offering Circular using the respective term set forth under the heading “Designation” in the table above. Interest Rate Class A-R Note Interest Rate(1Rate(2) LIBOR Benchmark + 1.802.40% LIBOR Benchmark + 1.55%(2) LIBOR + 2.65% LIBOR + 3.252.90% N/A Interest Deferrable No No No Stated Maturity May 28(Payment Date in) October, 2025 May 282035 October, 2025 May 282035 October, 2025 May 28, 2025 May 28, 2025 May 28, 2025 2123 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 $250,000 (U.S.$10,000$1.00) U.S.$250,000 $250,000 (U.S.$1.00$1.00) U.S.$250,000 $1,716,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00$1.00) Priority Class(es) Classes None None None A-RA-1 A-1, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C A-2 Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes None None None Junior Class(es) B, CClasses A-2, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry (Physical for IAIs) Book-Issuers CoEntry (Physical for IAIs) Book-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
Entry (1Physical for IAIs) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (and the "Authorized Denominations")Subordinated Notes shall be issued in Minimum Denominations of U.S.$1,716,000 and integral multiples of U.S.$1.00 in excess thereof; provided that the Notes issued to the U.S. Retention Holder on the Closing Date may be issued in Minimum Denominations of U.S.$100,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
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Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$438,900,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$236,500,000 U.S.$15,500,000 U.S.$186,900,000 Stated Maturity The Payment Date in May 2029 The Payment Date in May 2029 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Notes Yes Yes N/A Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread(5) 2.62% 3.40% N/A Fixed Rate of Interest(5) N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-RA-0 X-0, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari X-0 Xxxx Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) BA-2, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (2) subject to a floor of zero), except that LIBOR plus for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over LIBOR applicable the Reference Rate with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class Aof Re-S Pricing Eligible Notes, which shall be (a) 1.55% from subject to the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterconditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles(assuming solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$333,500,000337,500,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and ArticlesLimited Liability Company Agreement). Such Obligations SuchOn and after the First Refinancing Date, such Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A-1R Notes Class A-2R Notes Class B-1R Notes Class B-2R Notes Preferred Shares(1) Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$200,000,000112,500,000 U.S.$23,500,000 U.S.$53,000,000 U.S.$15,000,000 U.S.$133,500,000 Stated Maturity The Payment Date in January 2031October 15, 2035 October 15, 2035 October 15, 2035 October 15, 2035 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Benchmark + 3.05% 6.937% Benchmark + 4.64% 8.497% N/A Floating Rate Notes Yes No Yes No N/A Index(3)Fixed Rate Notes Reference RateNo Yes No Yes N/A Index Maturity(3) 3 monthBenchmark N/A Benchmark N/A N/A Spread(4)Corresponding Tenor Fixed Rate of Interest(4) 2.95% 3 month N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% 3 month N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) N/A Initial Rating(s): Initial S&P Rating “AAA(sf)” “AAA(sf)” “A(sf)” “A(sf)” N/A Priority Class(es) None None None A-RA-1R, A-TA-2R A-1R, A-S A-RA-2R A-1R, A-TA- 2R, A-SB-1R, B A-R, A-T, A-S, B, C B-2R Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None NoneA-2R A-1R B-2R B-1R None Junior Class(es) BB-1R, CB-2R, Subordinated Notes BPreferred Shares B-1R, CB-2R, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares Outstanding on the First Refinancing Date will be the 133,500 Preferred Shares issued on the Closing Date. The Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares.
3. The Reference Rate may be changed from LIBOR to an Alternative ReferenceBenchmark for the Floating Rate Notes will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period; provided that the Term SOFR Rate for the period from (2and including) LIBOR plus the First Refinancing Date to (but excluding) the first Payment Date after the First Refinancing Date will be determined by interpolating linearly between the rate for the next shorter period of time for which rates are published by the Term SOFR Administrator and the rate for the next longer period of time for which rates are published by the Term SOFR Administrator. The Benchmark may be changed to the Fallback Rate as described in accordance with the definition thereofof “Benchmark”.
4. The spread over LIBOR applicable the Reference RateBenchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class Aof Re-S Pricing Eligible Notes, which shall be (a) 1.55% from subject to the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterconditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Supplemental Indenture (Blue Owl Technology Finance Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture and the Class A Loans that may be incurred under the Credit Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$390,000,000 (except for Additional Obligations issued Secured Debt authenticated and delivered or incurred upon registration of transfer of, or in exchange for, or in lieu of, other Secured Debt pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture). Such Secured Debt and Obligations the Subordinated Securities that will be issued by the Issuer on the Closing Date pursuant to supplemental indentures in accordance with Article VIII. Such Obligations its Memorandum and Articles shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation A Notes A-F Notes A Loans B Notes Subordinated Securities1 Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" Amount2 U.S.$242,000,000 U.S.$30,000,000 U.S.$50,000,000 U.S.$68,000,000 U.S.$206,106,000 Index LIBORBenchmark N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" LIBORBenchmark LIBORBenchmark N/A Index Maturity3 3 month N/A 3 month 3 month N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + Spread43 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes 1.80% 2.70% N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers 1 On the Closing Date, the Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders of the Class A-R Notes shall also be entitled to receive issue U.S.$206,106,000 of Subordinated Securities in the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable form of 206,106 Preferred Shares, U.S.$0.0001 par value per share pursuant to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 Memorandum and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued Articles at an issue price of U.S.$1,000 per share in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes U.S.$2,500,000. The Preferred Shares shall be issued subordinated to each Class of Secured Debt, and shall only be transferred or resold in minimum denominations compliance with the terms of U.S.$1,000,000 and integral multiples of U.S.$10,000 this Indenture and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")Fiscal Agency Agreement.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture Indenture, together with any Class A-1 Loans that may be incurred pursuant to the Credit Agreement, is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$246,000,000 (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 2.5, Section 2.6 or Section 8.5 of this Indenture and Obligations (ii) additional securities issued pursuant to supplemental indentures in accordance with Article VIIISection 2.13 and 3.2). Such Obligations The Class A-1 Loans and the Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation Class A-1 Loans Class A-1 Notes Class A-2 Notes Class B-1 Notes Class B-2 Notes Class C-1 Notes Class C-2 Notes Class D Notes Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" Amount1 U.S.$77,500,000 U.S.$78,500,000 U.S.$15,000,000 U.S.$14,000,000 U.S.$16,000,000 U.S.$19,000,000 U.S.$8,000,000 U.S.$18,000,000 Stated Maturity Payment Date in October 2031 Payment Date in October 2031 Payment Date in October 2031 Payment Date in October 2031 Payment Date in October 2031 Payment Date in October 2031 Payment Date in October 2031 Payment Date in October 2031 Fixed Rate No No Yes No Yes No Yes No Floating Rate Yes Yes No Yes No Yes No Yes Interest Rate: Index LIBOR LIBOR N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" LIBOR N/A LIBOR N/A LIBOR Index Maturity2 3 month 3 month N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% 3 month N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$3 month N/A 3 month Spread/Coupon3 1.80% 1.80% 3.660% 2.90% 4.266% 4.00% 5.379% 4.75% Initial Rating(s): S&P AAA(sf) (Integral MultiplesAAA(sf) U.S.$1,000,000 (U.S.$10,000AAA(sf) U.S.$250,000 (U.S.$1.00AA(sf) U.S.$250,000 (U.S.$1.00AA(sf) U.S.$250,000 (U.S.$1.00A(sf) U.S.$250,000 (U.S.$1.00A(sf) U.S.$250,000 (U.S.$1.00BBB-(sf) Fitch AAAsf AAAsf X/X X/X X/X X/X X/X X/X Priority Class(es) Classes None None None A-RA-1 Loans, A-TA-1 Notes X-0 Xxxxx, A-S A-RX-0 Notes, A-TX-0 X-0 Xxxxx, A-SX-0 Notes, B A-RX-0 X-0 Xxxxx, A-TX-0 Xxxxx, A-SX-0, BX-0, C X-0 A-1 Loans, A-1 Notes, X-0, X-0, X- 0 X-0 Xxxxx, X-0 Notes, X-0, X-0, X-0, X-0, X-0 Xxxxxx Classes X-0, X-0, X-0, X- 0, X-0, D X-0, X-0, X-0, X-0, X-0, X X-0, X-0, C-1, X-0, X X-0, X-0, X X-0, X-0, X D D N/A Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes X-0 Xxxxx X-0 Xxxxx Xxxx X-0 B-1 C-2 C-1 None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes Deferrable No No No No No Yes N/A Applicable Yes Yes Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
Co-Issuers Co-Issuers Co-Issuers Form N/A Book-Entry (1Physical for IAI/QPs) The Holders Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) Book-Entry (Physical for IAI/QPs) 1 As of the Class AClosing Date. 2 LIBOR shall be calculated by reference to three-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable month LIBOR; provided that with respect to the Class A-S Notes, which shall be (a) 1.55% portion of the first Interest Accrual Period comprising the period from the Closing Date to but excluding October 13the First LIBOR Period End Date, 2016 LIBOR shall be determined by interpolating between the rates for 1 week and (b) 2.10% thereafter1 month. 3 The spread over LIBOR or the stated Interest Rate, as applicable, with respect to any Class of Secured Debt (other than the Class AA-1 Debt) may be reduced in connection with a Re-R Notes) Pricing of such Class of Secured Debt, subject to the conditions set forth in Section 9.7. The Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R . Notes shall only be issued transferred or resold in minimum denominations compliance with the terms of U.S.$1,000,000 this Indenture. The Issuer shall issue 55,400,000 Preferred Shares on the Closing Date pursuant to the Memorandum and integral multiples Articles and subject to the terms of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")Fiscal Agency Agreement.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes Debt and the Subordinated Notes that may be authenticated and delivered under this Indenture and incurred pursuant to the Credit Agreement is limited to U.S.$308,975,680 U.S.$330,355,000 aggregate principal amount of Secured Notes and Subordinated Notes, Debt (except for Additional Obligations issued (i) Debt authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Debt issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation A-1-L A-12 A-2 B C3 Subordinated Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$ 20,000,000 U.S.$ 137,500,000 U.S.$ 10,500,000 U.S.$ 21,000,000 U.S.$ 33,000,000 U.S.$ 108,355,000 Stated Maturity November 5, 2032 November 5, 2032 November 5, 2032 November 5, 2032 November 5, 2032 August 26, 2120 Interest Rate1 LIBOR + 2.35% LIBOR + 2.35% LIBOR + 2.75% LIBOR + 3.20% LIBOR + 3.65%4 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Fixed Rate Note No No No No No N/A Floating Rate Note Yes Yes Yes Yes Yes N/A Initial S&P Rating “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) Classes None None None AA-1-RL, AA-1 X-0-TX, AX-0, X-0 X-0-S A-RX, A-TX-0, A-SX-0, B AX-0-RX, AX-0, X-0, X, X Xxxx Xxxxx Classes X-0 X-0-TX Xxxx Xxxx Xxxx Xxxx Junior Classes X-0, A-SX, BX, C Pari Passu Class(es) A-TXxxxxxxxxxxx X-0, A-S A-RX, A-S A-RX, A-T None None None Junior Class(es) Subordinated B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes Deferrable No No No No Yes N/A Applicable Issuers Co1 The spread over LIBOR for each Class of Secured Notes (other than the Class A-1 Debt) is subject to reduction pursuant to Section 9.8. 2 To account for the Conversion Option available to the Class A-1-Issuers Co-Issuers Co-Issuers Co-Issuers L Lenders, the Class A-1 Notes issued in the form of Global Secured Notes shall be issued in an amount of up to $157,500,000. 3 On the Closing Date, the Issuer Issuer Listed Note No Yes Yes Yes No No
will issue the Unfunded Class (1the Class C Notes) to the initial holder(s) thereof. The Holders initial principal amount of the Class A-R C Notes shall also be entitled to receive set forth in the table above is a notional amount representing the maximum principal amount of such Unfunded Class and is undrawn on and as of the Closing Date. On the Funding Date, the principal amount of the Class A-R Commitment Fee C Notes will be set forth in the Unfunded Class Funding Notice in an amount not to exceed the initial principal amount set forth in the table above. The Class C Notes will not be “Outstanding” on the Closing Date, and except for purposes of transfers of Notes prior to the Funding Date (if any) will have an initial Aggregate Undrawn Amount.
Outstanding Amount of zero until such time as the applicable Funding Date (2if any) LIBOR plus occurs pursuant to Section 2.14. 4 The spread for the Class C Notes will be set in connection with the Funding Date (if any); provided that the spread over LIBOR applicable to will not be greater than the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterspread specified above. The Secured Debt (other than the Class A-R C Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the . The Class A-R C Notes shall will be issued in minimum denominations Minimum Denominations of U.S.$1,000,000 U.S.$500,000 and integral multiples of U.S.$10,000 and the U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S.$4,950,000 and integral multiples of U.S.$1.00 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
Appears in 1 contract
Samples: Indenture (GOLUB CAPITAL BDC, Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$300,500,000 aggregate principal amount of Secured Notes except for (i) Deferred Interest with respect to the Class B Notes and Subordinated the Class C Notes, except for Additional Obligations issued (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2. Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Designation Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, A-1 Notes Class A-2A Notes Class A-2B Notes Class B A-R, A-T, A-S, B, Notes Class C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Type Senior Secured Floating Rate Notes No No No No Yes N/A Applicable Senior Secured Floating Rate Notes Senior Secured Fixed Rate Notes Secured Deferrable Floating Rate Notes Secured Deferrable Floating Rate Notes Subordinated Notes Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note Original Principal Amount (U.S.$) $178,200,000 $25,000,000 $9,950,000 $16,400,000 $17,350,000 $53,600,000 S&P Initial Rating “AAA (sf)” “AA (sf)” “AA (sf)” “A- (sf)” “BBB- (sf)” N/A Interest Rate LIBOR1 + 1.73% LIBOR + 2.45% 4.2319% LIBOR + 3.40% LIBOR + 4.40% N/A Interest Deferrable No No No Yes Yes Yes No No
N/A Stated Maturity Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Aug. 9, 2030 Minimum Denominations (1U.S.$) (Integral Multiples) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) $250,000 ($1.00) Priority Classes None A-1 A-1 X-0, X-0X, X-0X X-0, X-0X, X-0X, B X-0, X-0X, X-0X, X, X Xxxx Xxxxx Classes None X-0X X-0X Xxxx Xxxx Xxxx Xxxxxx Xxxxxxx X-0X, X-0X, B, C, Subordinated B, C, Subordinated B, C, Subordinated C, Subordinated Subordinated None The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R . Notes shall only be issued transferred or resold in minimum denominations compliance with the terms of U.S.$1,000,000 and integral multiples of U.S.$10,000 and this Indenture. 1 If a LIBOR Event occurs, LIBOR may be replaced with an Alternative Rate as set forth in the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")definition or “LIBOR”.
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Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Debt that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$ 429,100,000 (except for Additional Obligations issued (i) Debt authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt pursuant to Section 2.4 2.5, Section 2.6, Section 2.12 or Section 8.5 of this Indenture and Obligations (ii) additional securities issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" Amount1 U.S.$246,500,000 U.S.$42,500,000 U.S.$34,000,000 U.S.$106,100,000 Stated Maturity Payment Date in October 2035 Payment Date in October 2035 Payment Date in October 2035 Payment Date in October 2035 Interest Rate: Reference Rate Reference Rate Reference Rate N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80Spread2 2.60% LIBOR + 1.55%(2) LIBOR + 2.653.35% LIBOR + 3.254.15% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations Initial S&P Rating: AAA (U.S.$sf) AA (Integral Multiplessf) U.S.$1,000,000 A (U.S.$10,000sf) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) N/A Priority Class(es) None None None A A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Pari Passu Class(es) None None None None Interest Notes No No deferrable No No Yes N/A Applicable Issuers CoRe-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note Pricing Eligible Debt No Yes Yes N/A ERISA Restricted Note No No No Yes Listed Notes Yes No No
No No Form Book-Entry (1Physical for IAIs) The Holders Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) 1 As of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountClosing Date.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations").
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Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$401,750,000 (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S. $252,000,000 U.S. $149,750,000 Stated Maturity January 18, 2030 January 25, 2122 Fixed Rate Note No N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR Benchmark + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.252.00% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Floating Rate Note Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note KBRA “A(sf)” N/A Pari Passu Classes None None Junior Classes Subordinated None Interest Deferrable No Yes Yes Yes No No
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. N/A The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 U.S. $100,000 and integral multiples of U.S.$10,000 and the U.S. $1,000 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S. $1,700,000 and integral multiples of U.S.$1.00 U.S. $1,000 in excess thereof; provided, that the Subordinated Notes issued to the initial Holders of the Subordinated Notes on the Closing Date will not be subject to such minimum denomination threshold amounts and the initial Holders of the Subordinated Notes may sell and/or transfer such Subordinated Notes to any Affiliate thereof (in amounts that do not meet the "Authorized Denominations")minimum denomination threshold. Notes shall only be transferred or resold in compliance with the terms of this Indenture.
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Authorized Amount; Stated Maturity; Denominations. (a) The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to, with respect to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated the Class A-1 Notes, except for Additional Obligations U.S.$136,000,000, and with respect to the Class A-R Notes, the Maximum RCN Facility Funding Commitment, excluding (i) Notes issued upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations Sections 2.5, 2.6 or 8.5 of this Indenture or (ii) additional notes issued pursuant to supplemental indentures in accordance with Section 2.13 and other applicable provisions of Article VIII. Such Obligations 8.
(b) The Notes shall be divided into the Classes, having have the designations, original aggregate principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class Designation Class A-1 Note Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Original Aggregate Principal Amount U.S.$136,000,000 U.S.$26,666,667 Stated Maturity May 28December 5, 2025 May 282029 December 5, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Subordinated 2029 The Class A-1 Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 U.S.$500,000 and integral multiples of U.S.$1.00 U.S.$1,000 in excess thereof, thereof and shall only be transferred or resold in compliance with the terms of this Indenture. No interest shall accrue in respect of the Class A-1 Notes. The Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 U.S.$500,000 (which may represent a combination of the Outstanding Class A-R Funded Amount, if any, and the Remaining Unfunded Facility Commitment attributable to such Class A-R Notes) and integral multiples of U.S.$10,000 U.S.$1,000 in excess thereof and shall only be transferred or resold in compliance with the terms of this Indenture and the Subordinated Revolving Credit Note Agreement. No interest shall accrue in respect of the Class A-R Notes. All of the Class A Notes and Class A-R Notes are entitled to receive payments of Interest Proceeds and Principal Proceeds on the relevant date following the occurrence of an Enforcement Event and the date of Maturity, in each case, pro rata and pari passu among themselves in accordance with the Priority of Payments. In the case of any Mandatory Repayment Date, the Holders of the Class A-R Notes shall be issued entitled to receive repayment of the Outstanding Class A-R Funded Amount (or the applicable portion thereof that is being repaid) pro rata and pari passu among themselves and no amount shall be payable in minimum denominations respect of U.S.$250,000 and integral multiples of U.S.$1.00 the Class A Notes in excess thereof (the "Authorized Denominations")connection with any Mandatory Repayment.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Investcorp Credit Management BDC, Inc.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$345,450,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuer Initial Principal AmountAmount(2) U.S.$182,000,000 U.S.$14,000,000 U.S.$149,450,000 Stated Maturity November 20, 2029 November 20, 2029 N/Face Amount (U.S.$A Interest Rate: Fixed Rate Notes No No N/A Floating Rate Notes Yes Yes N/A Index(3) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread 1.85% 2.20% N/A Fixed Rate of Interest(5) N/A N/A N/A Initial Rating Rating(s): Fitch "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)AAAsf" N/A Expected N/A S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-RX-0 X-0, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari X-0 Xxxx Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) BA-2, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares.
(2) LIBOR plus 3. The Reference Rate may be changed to an Alternative Reference Rate as described in the spread over LIBOR applicable to the Class A-S Notes, which definition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (a) 1.55% from subject to a floor of zero), except that LIBOR for the Closing Date to but excluding October 13, 2016 first Interest Accrual Period shall be an interpolation between 3-month LIBOR and (b) 2.10% thereafter6-month LIBOR. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Minimum Denominations").
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Debt that may be authenticated and delivered delivered, or incurred, as applicable, under this Indenture Indenture, the Class A-1L Credit Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of U.S.$396,500,000 (except for the Secured Notes authenticated and Subordinated Notesdelivered upon registration of transfer of, except for Additional Obligations issued or in exchange for, or in lieu of, other Secured Notes pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Limited Liability Company Agreement). Such Obligations Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount Amount(2) U.S.$90,000,000 (U.S.$3) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$22,000,000 U.S.$116,000,000 U.S.$8,000,000 U.S.$24,000,000 U.S.$136,500,000 Stated Maturity The Payment Date in July, 2034 The Payment Date in July, 2034 The Payment Date in July, 2034 The Payment Date in July, 2034 The Payment Date in July, 2034 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Debt Yes No Yes Yes Yes N/A Fixed Rate Debt No Yes No No No N/A Index(4) Benchmark N/A Benchmark Benchmark Benchmark N/A Index Maturity 3-months N/A 3-months 3-months 3-months N/A Spread(6) 2.55% N/A 2.55% 3.10% 3.55% N/A Fixed Rate of Interest(6) N/A 6.37% N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Priority Class(es) None None None A-RA-1A, A-TA-1B, A-S A-RA-1L A-1A, A-TA-1B, A-SA-1L, A-2 A-1A, A-1B, A-1L, A-2, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-TA-1B, A-S A-RA-1L (5) A-1A, A-S A-RA-1L (5) A-1A, A-T A-1B (5) None None None Junior Class(es) A-2, B, CPreferred Shares A-2, Subordinated Notes B, CPreferred Shares A-2, Subordinated Notes B, CPreferred Shares B, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes Deferrable No No No No Yes No N/A Applicable Issuers CoRe-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Pricing Eligible(6) No No N/A No No N/A Listed Note No Yes Yes Notes Yes No NoN/A No No N/A Form Book-Entry Book-Entry Registered Loans Book-Entry Book-Entry Physical
(1) The Holders Class A-1L Loans and the Preferred Shares are not being issued or incurred hereunder. The Class A-1L Loans are secured by, but not issued under, this Indenture, but are included in the table above for purposes of setting forth their characteristics and are relevant to the terms hereof. The Class A-1L Loans will be incurred pursuant to the Class A-1L Credit Agreement. At the election of a Class A-1L Lender, all or a portion of the outstanding principal amount of the Class A-R Notes shall also A-1L Loans held by such Class A-1L Lender may be entitled to receive converted into Class A-1A Notes, in which case the Aggregate Outstanding Amount of the Class A-R Commitment Fee on A-1A Notes will be increased by the Aggregate Undrawn Amountamount of the Class A-1L Loans so converted and the outstanding principal amount of the Class A-1L Loans will be reduced accordingly.
(2) LIBOR plus Aggregate issue price in the spread over LIBOR applicable to case of the Preferred Shares.
(3) The outstanding principal amount of the Class A-S NotesA-1A Notes will be U.S.$90,000,000 on the Closing Date and may be increased to up to $206,000,000 in the aggregate upon the exercise of one or more conversions of the Class A-1L Loans into the Class A-1A Notes pursuant to Section 2.6(o) of this Indenture and the outstanding principal amount of the Class A-1L Loans shall be reduced accordingly.
(4) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which shall be (a) 1.55% from determined for each Interest Accrual Period; provided that the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterBenchmark for the first Interest Accrual Period will be determined as set forth in the definition of “Term SOFR Rate”. The Secured Debt Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark”.
(other than the 5) The Class A-R A-1A Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class AA-1B Notes and the Class A-1L Loans will rank pari passu with respect to payments of interest and principal.
(6) The spread over the Benchmark (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to the Re-R Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Debt, subject to the conditions set forth in Section 9.7. The Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$400,500,000 aggregate principal amount of Secured Notes and Subordinated (except for (i) Deferred Interest with respect to the Deferrable Notes, except for Additional Obligations issued (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) additional notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A N/A N/A Debt Interest Amount1 U.S.$232,000,000 U.S.$58,000,000 U.S.$10,000,000 U.S.$100,500,000 Type Senior Secured Floating Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) B, C, Senior Secured Floating Rate Senior Secured Fixed Rate Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers CoIssuer Expected Initial Rating(s) S&P “AAA(sf)” “AA(sf)” “AA(sf)” N/A Floating Rate Note Yes Yes No N/A Fixed Rate Note No No Yes N/A Index Maturity 3 month 3 month 3 month N/A Interest Rate2 Reference Rate + 1.60% Reference Rate + 2.15% 6.33% N/A Deferrable Notes No No No N/A Stated Maturity (Payment Date in) July 2037 July 2037 July 2037 July 2037 Minimum Denominations (U.S.$) $250,000 $250,000 $250,000 $1,130,000 (Integral Multiples) ($1.00) ($1.00) ($1.00) ($1.00) Priority Classes None A A A, B-1, B-2 Pari Passu Classes None B-24 B-14 None Junior Classes B-1, B-2, Subordinated Subordinated Subordinated None Re-Issuers Issuer Issuer Listed Note Pricing Eligible Classes3 No Yes Yes Yes No No
(1) The Holders N/A 1 As of the Class A-R Closing Date. 2 The initial Reference Rate for the Floating Rate Notes will be Term SOFR. Term SOFR shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable calculated pursuant to the Class A-S Notesdefinition of “Term SOFR”; provided that Term SOFR for the first Interest Accrual Period will be set on two different determination dates, which shall be (a) 1.55% from the Closing Date to but excluding October 13and therefore, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")two different rates may apply during that period.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Loan Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$395,820,000 (except for Additional Obligations issued the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Limited Liability Company Agreement). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A-1T Notes Class A-1F Notes Class A-1L Loans(1) Class B Notes Preferred Shares(1) Type Senior Secured Floating Rate Senior Secured Fixed Rate Senior Secured Floating Rate Senior Secured Floating Rate Preferred Share Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$152,500,000 U.S.$25,500,000 U.S.$50,000,000 U.S.$32,000,000 U.S.$135,820,000 Stated Maturity The Payment Date in May 2035 The Payment Date in May 2035 The Payment Date in May 2035 The Payment Date in May 2035 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Debt Yes No Yes Yes N/A Fixed Rate Debt No Yes No No N/A Index(3) Benchmark N/A Benchmark Benchmark N/A Index Maturity 3-months N/A 3-months 3-months N/A Spread(4) 2.50% N/A 2.50% 3.60% N/A Fixed Rate of Interest N/A 6.10% N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-A-1T, A-S A-RA-1F, A-A-1L A-1T, A-SA-1F, A-1L, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-A-1F, A-1L(5) A-1T, A-S A-RA-1L(5) A-1T, A-S A-R, A-T None A-1F(5) None None Junior Class(es) B, C, Subordinated Notes Preferred Shares B, C, Subordinated Notes Preferred Shares B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes Deferrable No No No No N/A Re-Pricing Eligible(5) No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Registered Loans Book-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) The Holders of Class A-1L Loans and the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares are not being issued or incurred hereunder.
(2) LIBOR plus Aggregate issue price in the spread over LIBOR applicable to case of the Class A-S NotesPreferred Shares.
(3) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which shall will be (a) 1.55% from determined for each Interest Accrual Period; provided, that the Benchmark for the first Interest Accrual Period after the Closing Date will be the rate interpolated linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available.
(4) The spread over the Benchmark (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to but excluding October 13the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Debt, 2016 subject to the conditions set forth in Section 9.7.
(5) The Class A-1T Notes, the Class A-1F Notes and (b) 2.10% thereafterthe Class A-1L Loans will rank pari passu with respect to payments of interest and principal. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Core Income Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement and the Memorandum and Articles(assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured U.S.$345,450,000669,245,000 (except for Deferred Interest with respect to the Deferrable Notes and Subordinated NotesSecurities authenticated and delivered upon registration of transfer of, except for Additional Obligations issued or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and ArticlesLimited Liability Company Agreement). Such Obligations SuchOn and after the First Refinancing Date, such Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A-1-1R Notes Class A-2-2R Notes Class B-1 Notes Class B-2 Notes Class C-1 Notes Class C-2 Notes Preferred Shares(1) Applicable Issuer Issuers Issuers Issuer Initial Principal Amount/Face Amount Amount(2) U.S.$182,000,000354,375,000 U.S.$14,000,00030,375,000 U.S.$49,000,000 U.S.$5,000,000 U.S.$31,500,000 U.S.$39,375,000 U.S.$149,450,000159,620,000 (U.S.$1) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" Stated Maturity NovemberApril 20, 20292034 NovemberApril 20, 20292034 April 20, 2034 April 20, 2034 April 20, 2034 April 20, 2034 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Fixed Rate Notes No No No Yes No Yes N/A Floating Rate Notes Yes Yes Yes No Yes No N/A Index(3) Reference RateBenchmark Reference RateBenchmark Benchmark N/A Benchmark N/A N/A Index Maturity(4) 3 month 3 month 3 month N/A 3 month N/A N/A Spread(4) 1.851.78% 2.201.95% 2.20% 4.25% 3.15% 5.10% N/A Fixed Rate of Interest(5) N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): Fitch “AAAsf” N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “AA(sf)” “A(sf)” “A(sf)” N/A Priority Class(es) None None None AX-0-R0X X-0X, AX-0X X-0X, X-0X X-0X, A-2R, B- 1, B-2 A-1R, A-2R, B- 1, X-0 X-0-T0X, A-S A-RX-0X, A-TX-0, A-SX-0, B A-RC-1, A-T, A-S, B, C C-2 Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None X-0 X-0 X-0 X-0 Xxxx Xxxxxx Xxxxx(xx) A-2R, X-0, X-0, X-0, X-0, Xxxxxxxxx Xxxxxx X-0, X-0, C-1, C-2, Preferred Shares C-1, C-2, Preferred Shares C-1, C-2, Preferred Shares Preferred Shares Preferred Shares None Junior Class(es) B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes deferrable No No No No Yes Yes N/A Applicable Issuers CoRe-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note Pricing Eligible(4) No Yes Yes Yes Yes Yes No NoForm Book-Entry Book-Entry Book-Entry Book-Entry Book-Entry Book-Entry Physical
(1) . The Holders Preferred Shares are not being issued hereunder. The principal amount of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee Preferred Shares Outstanding on the Aggregate Undrawn Amount.
(2) LIBOR plus First Refinancing Date, including the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from 149,450 Preferred Shares issued on the Closing Date and after giving effect to but excluding October 13the issuance of the 10,170 Preferred Shares on the First Refinancing Date.
2. Aggregate issue price in the case of the Preferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereofBenchmark for the Floating Rate Notes will be initially the Term SOFR Rate, 2016 which will be determined for each Interest Accrual Period.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (bsubject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.spread over the Benchmark (or, in the case of any Fixed Rate Note, the stated rate of interest) 2.10% thereafterwith respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes; subject to the conditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: First Supplemental Indenture (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$438,900,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$252,000,000 U.S.$40,500,000 U.S.$148,000,000 Stated Maturity The Payment Date in August 2033 The Payment Date in August 2033 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Notes Yes Yes N/A Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread(5 4) 1.60% 1.90% N/A Fixed Rate of Interest(54) N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): S&P “AAA(sf)” “AA(sf)” N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None AA-1-R A-1-R, AA-2-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C R Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) BA-2-R, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares.
(2) LIBOR plus 3. The Reference Rate may be changed to an Alternative Reference Rate as described in the spread over LIBOR applicable to the Class A-S Notes, which definition thereof.
4. The Reference Rate shall be calculated as set forth in the definition thereof and shall initially be benchmarked from three-month LIBOR (a) 1.55% from subject to a floor of zero), except that LIBOR for the Closing first Interest Accrual Period after the First Refinancing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 an interpolation between 3-month LIBOR and integral multiples of U.S.$1.00 in excess thereof, the Class A6-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")month LIBOR.
Appears in 1 contract
Samples: Second Supplemental Indenture (Blue Owl Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$693,620,250 aggregate principal amount of Secured Notes and Subordinated Notes, (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (ii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S. $395,500,000 U.S. $38,500,000 U.S. $259,620,250 Stated Maturity Payment Date in October 2035 Payment Date in October 2035 September 21, 2123 Fixed Rate Note No No N/A Expected Interest Rate1 Benchmark + 2.40% Benchmark + 2.30% N/A Floating Rate Note Yes Yes N/A Initial Rating(s): S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" N/A Fitch "AAAsf" N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28Priority Classes None A-1 A-1, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C A-2 Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes None None None Junior Class(es) B, CClasses A-2, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes Deferrable No No No N/A Re-Pricing Eligible Notes No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) 1 The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable the Benchmark for each Class of Re-Pricing Eligible Notes is subject to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date reduction pursuant to but excluding October 13, 2016 and (b) 2.10% thereafterSection 9.8. The Secured Debt (other than the Class A-R Notes) Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the . The Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S.$2,900,000 and integral multiples of U.S.$1.00 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 shall be U.S.$754,700,000 in aggregate principal amount of Secured Notes and Subordinated Notes, (except for Additional Obligations issued (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.6 or (ii) additional securities issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, Classes having the designations, original principal amounts and other characteristics as follows: Initial Class Designation Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Subordinated Notes Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" $ 450,000,000 $ 30,000,000 $ 112,500,000 $ 45,000,000 $ 117,200,000 Stated Maturity (Payment Date in) October 2036 October 2036 October 2036 October 2036 October 2036 Fixed Rate No No No No N/A Expected S&P Interest Rate: Floating Rate Yes Yes Yes Yes N/A Index(1) Benchmark Benchmark Benchmark Benchmark N/A Index Maturity(1) 3 month 3 month 3 month 3 month N/A Spread 1.35 % 1.80 % 2.15 % 3.35 % N/A Initial Rating "AAA(sfRating(s): Xxxxx’x “Aaa (sf)" "AAA(sf)" "AAA(sf)" ” N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28S&P “AAA (sf)” “AA (sf)” “A (sf)” “BBB- (sf)” N/A Interest Deferrable No No Yes Yes N/A Priority Classes None A-1 A-1, 2025 May 28A-2 A-1, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-SA-2, B A-RA-1, A-T, A-SA-2, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes None None None None None Junior Class(es) BClasses A-2, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes None Deferred Interest Notes Re-Pricing Eligible(2) No No No No Yes Yes Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders initial Benchmark will be the Term SOFR Rate. For any Interpolated Period, unless (solely in the case of an Interpolated Period following the First Interest Determination End Date) the Collateral Manager on behalf of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable Issuer provides prior written notice to the Class A-S Notes, Trustee and the Calculation Agent (which may be by email) that no such interpolating shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereofoccur, the Class A-R Notes shall Benchmark will be issued in minimum denominations determined by interpolating linearly between the rate for the next shorter period of U.S.$1,000,000 and integral multiples time for which rates are available (which, for avoidance of U.S.$10,000 doubt, may be the daily SOFR rate published by the Term SOFR Administrator for any Interpolated Period shorter than one month) and the Subordinated Notes shall be issued in minimum denominations rate for the next longer period of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")time for which rates are available.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Debt that may be authenticated and delivered under this Indenture or the Class A-L Loan Agreement is limited to U.S.$308,975,680 aggregate principal U.S.$448,325,000 (including the amount of Secured the Class A-1 Notes and Subordinated Notes, upon Conversion of the Class A-L Loans) (except for Additional Obligations issued (i) Debt authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt pursuant to Section 2.4 2.5, Section 2.6, Section 2.12 or Section 8.5 of this Indenture and Obligations (ii) additional securities issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2 or additional loans incurred pursuant to the Class A-L Loan Agreement). Such Obligations Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Class Designation Class A-1 Notes Class A-1F Notes Class A-L Loans Class B Notes Class C Notes Class D Notes Subordinated Notes Original Principal Amount/Face Amount (U.S.$Amount(1) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$199,000,000(2) U.S.$34,250,000(2) U.S.$30,000,000 U.S.$47,250,000 U.S.$31,500,000 U.S.$27,000,000 U.S.$79,325,000 Stated Maturity Payment Date in April 2034 Payment Date in April 2034 Payment Date in April 2034 Payment Date in April 2034 Payment Date in April 2034 Payment Date in April 2034 Payment Date in April 2034 Interest Rate: Index Reference Rate N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Reference Rate Reference Rate Reference Rate Reference Rate N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1Spread(3) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.654.415% LIBOR + 3.251.80% 2.30% 3.15% 4.15% N/A Stated Maturity May 28Initial S&P Rating: AAA (sf) AAA (sf) AAA (sf) AA (sf) A (sf) BBB- (sf) X/X Xxxxxxxx Xxxxx(xx) Xxxx Xxxx Xxxx X-0, 2025 May 28X-0X, 2025 May 28X-X X-0, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-RX-0X, A-TL, B X-0, X-0X, X-X, X, X X-0, X-0X, A-S A-R, A-T, A-S, B A-R, A-T, A-SL, B, C Pari Passu Class(es) A-TC, A-S A-R, A-S A-R, A-T None None None D Junior Class(es) B, C, D, Subordinated Notes B, C, D, Subordinated Notes B, C, D, Subordinated Notes C, D, Subordinated Notes D, Subordinated Notes Subordinated None Deferred Pari Passu Class(es) X-0X, X-X X-0, A-L A-1, A-1F None None None None Listed Debt Yes No No Yes Yes No No Interest Notes deferrable No No No No Yes Yes N/A Applicable Issuers CoRe-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note Pricing Eligible Debt No No No Yes Yes Yes N/A ERISA Restricted Note No No
No No No No No Yes Form Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Registered Loans Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Book-Entry (Physical for IAIs) Physical (1) The Holders As of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountClosing Date.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations").
Appears in 1 contract
Samples: Indenture and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$395,310,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$166,000,000 U.S.$40,000,000 U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$34,000,000 U.S.$135,310,000 Stated Maturity The Payment Date in April 2032 The Payment Date in April 2032 The Payment Date in April 2032 The Payment Date in April 2032 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Fixed Rate Notes No Yes No No N/A Floating Rate Notes Yes No Yes Yes N/A Index(3) Reference Rate N/A Reference Rate Reference Rate N/A Index Maturity(4) 3 month N/A 3 month 3 month N/A Spread(5) 1.80% N/A 2.00% 2.45% N/A Fixed Rate of Interest(5) N/A 2.75% N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-RA-1L, A-TA-1F A-1L, A-S A-RX-0X, A-TX-0 X-0X, A-SX-0X, X-0, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-TX-0X X-0X Xxxx Xxxx Xxxx Xxxxxx Xxxxx(xx) X-0, A-S A-RX, A-S A-RXxxxxxxxx Xxxxxx X-0, A-T None None None Junior Class(es) X, Xxxxxxxxx Shares B, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also Preferred Shares
3. The Reference Rate may be entitled changed to receive an a Benchmark Replacement as described in the Class A-R Commitment Fee on the Aggregate Undrawn Amountdefinition thereof.
4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (2) subject to a floor of zero), except that LIBOR plus for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over LIBOR applicable the Reference Rate (or, in the case of any Fixed Rate Note, the stated rated of interest) with respect to the Re‑Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class Aof Re-S Pricing Eligible Notes, which shall be (a) 1.55% from subject to the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterconditions set forth in Section 9.7. USActive 54698038.8-57- The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Loan Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$391,675,000 (except for Additional Obligations issued Deferred Interest with respect to the Deferrable Debt and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Limited Liability Company Agreement). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$152,000,000 U.S.$46,000,000 U.S.$30,000,000(6) U.S.$32,000,000 U.S.$30,000,000 U.S.$101,675,000 Stated Maturity The Payment Date in November 2034 The Payment Date in November 2034 The Payment Date in November 2034 The Payment Date in November 2034 The Payment Date in November 2034 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Debt Yes No Yes Yes Yes N/A Fixed Rate Debt No Yes No No No N/A Index(3) Benchmark N/A Benchmark Benchmark Benchmark N/A Index Maturity 3-months N/A 3 months 3-months 3-months N/A Spread(4) 2.50% N/A 2.50% 3.50% 4.90% N/A Fixed Rate of Interest N/A 6.02% N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” “A(sf)” N/A Priority Class(es) None None None A-RF, A-L, A-T A-F, A-L, A-T, B A-S F, A-RL, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(esClass(es)(5) A-TF, A-S L A-RL, A-S T A-RF, A-T None None None Junior Class(es) B, C, Subordinated Notes Preferred Shares B, C, Subordinated Notes Preferred Shares B, C, Subordinated Notes Preferred Shares C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoRe-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note Pricing Eligible(4) No Yes Yes Yes No NoN/A No No N/A
(1) The Holders Class A-L Loans and the Preferred Shares are not being issued hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period; provided, that the Benchmark for the first Interest Accrual Period after the Closing Date will be the rate interpolated linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available.
(4) The spread over the Benchmark (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Debt, subject to the conditions set forth in Section 9.7.
(5) The Class A-T Notes, the Class A-F Notes and the Class A-L Loans will rank pari passu with respect to payments of interest and principal.
(6) The Aggregate Outstanding Amount of the Class A-R T Notes shall also may be entitled increased to receive up to $182,000,000 and the Aggregate Outstanding Amount of the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable L Loans reduced to $0 upon a conversion of the Class A-S Notes, which shall be (a) 1.55% from L Loans in accordance with this Indenture and the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterLoan Agreement. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Core Income Corp.)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$395,310,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$166,000,000 U.S.$40,000,000 U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$34,000,000 U.S.$135,310,000 Stated Maturity The Payment Date in April 2032 The Payment Date in April 2032 The Payment Date in April 2032 The Payment Date in April 2032 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Fixed Rate Notes No Yes No No N/A Floating Rate Notes Yes No Yes Yes N/A Index(3) Reference Rate N/A Reference Rate Reference Rate N/A Index Maturity(4) 3 month N/A 3 month 3 month N/A Spread(5 4) 1.80% N/A 2.00% 2.45% N/A Fixed Rate of Interest(54) N/A 2.75% N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-RA-1L, A-TA-1F A-1L, A-S A-RA-1F, A-TA-2 A-1L, A-SA-1F, A-2, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T A-1F A-1L None None None Junior Class(es) A-2, B, CPreferred Shares A-2, Subordinated Notes B, C, Subordinated Notes Preferred Shares B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also Preferred Shares
3. The Reference Rate may be entitled changed to receive an a Benchmark Replacement as described in the Class A-R Commitment Fee on the Aggregate Undrawn Amountdefinition thereof.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which 4. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (a) 1.55% from subject to a floor of zero), except that LIBOR for the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) first Interest Accrual Period shall be issued in minimum denominations of U.S.$250,000 an interpolation between 3-month LIBOR and integral multiples of U.S.$1.00 in excess thereof, the Class A6-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")month LIBOR.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$398,100,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Principal Amount/Face Amount (U.S.$Corresponding Class(es) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" Refinanced(2) A-1L A-1F X-X, B-F N/A Expected S&P Applicable Issuer Issuers Issuers Issuers Issuer Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Principal Amount(3) U.S.$204,000,000 U.S.$20,000,000 U.S.$36,000,000 U.S.$138,100,000 Stated Maturity The Payment Date in April 2033 The Payment Date in April 2033 The Payment Date in April 2033 N/A Fixed Rate Notes No Yes No N/A Floating Rate Notes Yes No Yes N/A Index(4) (5) Reference Rate N/A Reference Rate N/A Spread(65 ) 1.55% N/A 1.90% N/A Fixed Rate of Interest(65) N/A 2.48% N/A N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-RLR, A-TFR A-LR, A-S A-R, A-T, A-S, B A-R, A-T, A-SFR, B, C -R Pari Passu Class(es) A-T, FR A-S A-R, A-S A-R, A-T None LR None None Junior Class(es) B-R, CPreferred Shares B-R, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares are not being issued hereunder.
(2) LIBOR plus the spread over LIBOR applicable . There is no Class of Refinancing Notes corresponding to the Class A-S Notes, which A-2 Notes issued on the Closing Date.
3. Aggregate issue price in the case of the Preferred Shares.
4. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
5. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (a) 1.55% from subject to a floor of zero), except that LIBOR for the Closing first Interest Accrual Period after the Refinancing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 an interpolation between 3-month LIBOR and integral multiples of U.S.$1.00 in excess thereof, the Class A6-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")month LIBOR.
Appears in 1 contract
Samples: Second Supplemental Indenture (Blue Owl Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture and the Memorandum and Articles, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S. $1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$395,310,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and ArticlesLimited Liability Company Agreement). Such Obligations SuchOn and after the First Refinancing Date, such Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A-1LA-R Notes Class A-1F Notes Class A-2 Notes Class BB-R Notes Preferred Shares(1) Applicable Issuer Issuers Issuers Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$166,000,000 228,000,000 U.S.$40,000,000 U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$34,000,000 32,000,000 U.S.$135,310,000 Stated Maturity The Payment Date in April 20322036 The Payment Date in April 2032 The Payment Date in April 2032 The Payment Date in April 20322036 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Fixed Rate Notes No Yes No No N/A Floating Rate Notes Yes No Yes Yes N/A Index(3) Reference RateBenchmark N/A Reference Rate Reference RateBenchmark N/A Index Maturity(4) 3 month N/A 3 month 3 month N/A Spread(5 44) 1.801.85% N/A 2.00% 2.452.35% N/A Fixed Rate of Interest(544 ) N/A 2.75% N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None AA-1L, A- 1F A-1L, A-1F, A- 2A-R A-1LA-R, AA-1F, A-2, BB-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C R Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T A-1FNone A-1L None None None Junior Class(es) A-2-R, BB-R, Preferred Shares A-2, B, C, Subordinated Notes Preferred Shares B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Preferred Shares
3. The Benchmark for the Floating Rate Notes shall also will initially be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S NotesTerm SOFR Rate, which shall be (a) 1.55% from determined for each Interest Accrual Period; provided that the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than Benchmark for the Class A-R Notes) shall first Interest Accrual Period will be issued determined as set forth in minimum denominations the definition of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations")“Term SOFR Rate”.
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Debt that may be authenticated and delivered delivered, or incurred, as applicable, under this Indenture Indenture, the Class A-L Credit Agreement, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Limited Liability Company Agreement is limited to U.S.$308,975,680 aggregate principal amount of U.S.$397,300,000 (except for the Secured Notes authenticated and Subordinated Notesdelivered upon registration of transfer of, except for Additional Obligations issued or in exchange for, or in lieu of, other Secured Notes pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Limited Liability Company Agreement). Such Obligations Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Class Designation Class A Notes Class A-L Loans Class B Notes Preferred Shares(1) Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$203,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$32,000,000 U.S.$137,300,000 Stated Maturity The PaymentDate in October 2035 The PaymentDate in October 2035 The PaymentDate in October 2035 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Class Designation Class A Notes Class A-L Loans Class B Notes Preferred Shares(1) Interest Rate: Floating Rate Notes Yes N/A Yes N/A Fixed Rate Notes No N/A No N/A Index(3) Benchmark Benchmark Benchmark N/A Index Maturity 3-months 3 months 3-months N/A Spread(4) 2.40% 2.40% 3.25% N/A Fixed Rate of Interest N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Initial Rating(s): S&P “AAA(sf)” “AAA(sf)” “AA(sf)” N/A Priority Class(es) None None None A-RA Notes, A-TL Loans A Notes, A-S A-R, A-T, A-SL Loans, B A-R, A-T, A-S, B, C Notes Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None L Loans(5) A Notes(5) None None Junior Class(es) BB Notes, CPreferred Shares B Notes, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes Deferrable No No No N/A Re-Pricing Eligible(4) No N/A Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Registered Loans Book-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) The Holders Class A-L Loans and the Preferred Shares are not being issued or incurred hereunder. The Class A-L Loans are secured by, but not issued under, this Indenture, but are included in the table above for purposes of setting forth their characteristics and are relevant to the terms hereof. The Class A-L Loans will be incurred pursuant to the Class A-L Credit Agreement. At the election of a Class A-L Lender, all or a portion of the outstanding principal amount of the Class A-R L Loans held by such Class A-L Lender may be converted into Class A Notes, in which case the Aggregate Outstanding Amount of the Class A Notes shall also will be entitled to receive increased by the amount of the Class A-R Commitment Fee on L Loans so converted and the Aggregate Undrawn Amountoutstanding principal amount of the Class A-L Loans will be reduced accordingly.
(2) LIBOR plus Aggregate issue price in the case of the Preferred Shares.
(3) The Benchmark for the Floating Rate Debt will initially be the Term SOFR Rate, which shall be determined for each Interest Accrual Period; provided that the Benchmark for the first Interest Accrual Period will be determined as set forth in the definition of “Term SOFR Rate”.
(4) The spread over LIBOR applicable the Benchmark (or, in the case of any Fixed Rate Debt, the stated rate of interest) with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Debt, subject to the conditions set forth in Section 9.7.
(5) The Class A Notes and the Class A-S Notes, which shall be (a) 1.55% from the Closing Date L Loans will rank pari passu with respect to but excluding October 13, 2016 payments of interest and (b) 2.10% thereafterprincipal. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp III)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$456,870,000 aggregate principal amount of Secured Notes and Subordinated Notes, except for Additional Obligations Notes issued pursuant to Section 2.4 and Obligations Notes issued pursuant to supplemental indentures in accordance with Article VIII. Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" $285,750,000 $54,000,000 $27,000,000 $24,750,000 Stated Maturity Payment Date in July 2029 Payment Date in July 2029 Payment Date in July 2029 Payment Date in July 2029 Index LIBOR LIBOR LIBOR LIBOR Index Maturity 3 month 3 month 3 month 3 month Spread or Rate LIBOR + 1.37% LIBOR + 1.90% LIBOR + 2.65% LIBOR + 4.15% Fitch AAAsf N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1Moody's Aaa(sf) LIBOR + 1.80% LIBOR + 1.55%(2Aa2(sf) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$A2(sf) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00Baa3(sf) Priority Class(es) Classes None None None A A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes None None None None Junior Class(es) Classes B, C, D, E, Subordinated Notes B, C, Subordinated Notes BD, CE, Subordinated Notes CD, E, Subordinated E, Subordinated Listed Notes Subordinated Notes None Yes Yes Yes Yes Deferred Interest Notes No No Yes Yes ERISA Restricted Notes No No Yes N/A No No Applicable Issuers Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Original Principal Amount $22,500,000 $10,717,500 $32,152,500 Stated Maturity Payment Date in July 2029 Payment Date in July 2029 Payment Date in July 2029 Index LIBOR LIBOR N/A Index Maturity 3 month 3 month N/A Spread or Rate LIBOR + 6.80% Senior Subordinated Note Rate(1) N/A Fitch N/A N/A N/A Moody's Ba3(sf) N/A N/A Priority Classes A, B, C, D A, B, C, D, E A, B, C, D, E, Senior Subordinated Pari Passu Classes None None None Junior Classes Subordinated Junior Subordinated None Listed Note No Notes Yes Yes Yes No NoDeferred Interest Notes Yes Yes N/A ERISA Restricted Notes Yes* Yes* Yes* Applicable Issuer(s) Co-Issuers Issuer Issuer * Each of (i) the Class E Notes issued in the form of Certificated Secured Notes and (ii) Certificated Subordinated Notes, subject to certain limitations, shall be available to Benefit Plan Investors and Controlling Persons; provided, that Benefit Plan Investors and Controlling Persons may purchase interests in the Class E Notes and Subordinated Notes from the Issuer or the Initial Purchaser on the Closing Date in the form of Global Notes.
(1) The Holders of On each Payment Date, the Class A-R Senior Subordinated Notes shall also will be entitled to receive the Class A-R Commitment Fee Senior Subordinated Note Amount and 45% of all remaining Interest Proceeds and all remaining Principal Proceeds prior to any distributions on the Aggregate Undrawn Junior Subordinated Notes on such Payment Date. To the extent that on any Payment Date there are insufficient funds available to pay the Senior Subordinated Note Amount.
(2) LIBOR plus , the spread over LIBOR applicable unpaid Senior Subordinated Note Amount on such Payment Date will be deferred and be payable as Deferred Interest in accordance with the Priority of Payments; provided that failure to pay the Senior Subordinated Note Amount on any Payment Date due to the Class A-S Notes, which unavailability of funds in respect thereof shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafternot constitute an Event of Default. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 (provided, that the minimum denomination will be U.S.$25,000 for (a) AIs that are also Knowledgeable Employees with respect to the Issuer and (b) transferees purchasing a Subordinated Note that was originally issued in a denomination of less than U.S.$250,000 to an AI that is also a Knowledgeable Employee with respect to the Issuer) and integral multiples of U.S.$1.00 in excess thereof (the "Authorized DenominationsIntegrals").
Appears in 1 contract
Samples: Indenture (JMP Group LLC)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$602,400,000 aggregate principal amount of Secured Notes (except for (i) Deferred Interest with respect to the Class C-1 Notes, the Class C-2 Notes and Subordinated the Class D Notes, except for Additional Obligations issued (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.4 and Obligations 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) Additional Notes issued pursuant to supplemental indentures in accordance with Article VIIISections 2.13 and 3.2). Such Obligations Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Initial Original Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$ 327,000,000 U.S.$ 61,200,000 U.S.$ 20,000,000 U.S.$ 38,800,000 U.S.$ 42,000,000 U.S.$ 113,400,000 Stated Maturity January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 January 20, 2031 November 16, 2118 Fixed Rate Note No No No No No N/A Expected Interest Rate LIBOR + 1.48% LIBOR + 2.10% LIBOR + 2.80% LIBOR + 2.65% LIBOR + 2.95% N/A Floating Rate Note Yes Yes Yes Yes Yes N/A Index LIBOR LIBOR LIBOR LIBOR LIBOR N/A Index Maturity 3 month 3 month 3 month 3 month 3 month N/A Spread1 1.48 % 2.10 % 2.80 % 2.65 % 2.95 % N/A S&P Initial Rating "“AAA(sf)" "AAA(sf” “AA(sf)" "AAA(sf” “A(sf)" ” “A(sf)” “BBB-(sf)” N/A Fitch “AAAsf” N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) N/A Priority Class(es) Classes None None None A A-R, A-T, A-S A-R, A-T, A-S, B A-R, B A-T, A-SX, BX-0, C X-0 X, X, X-0, C-2, D Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T Classes None None None Junior Class(es) BC-0 X-0 Xxxx Xxxx Xxxxxx Xxxxxxx X, CX-0, C-2, D, Subordinated Notes BC-1, CC-2, D, Subordinated Notes B, CD, Subordinated Notes CD, Subordinated Notes Subordinated Notes None Deferred Interest Notes Deferrable No No No No Yes Yes Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) 1 The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the for each Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The of Secured Debt Notes (other than the Class A-R A Notes) is subject to reduction pursuant to Section 9.8. The Secured Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the . The Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 U.S.$1,300,000 and integral multiples of U.S.$1.00 in excess thereof (thereof. Notes shall only be transferred or resold in compliance with the "Authorized Denominations")terms of this Indenture.
Appears in 1 contract
Samples: Indenture (GOLUB CAPITAL BDC, Inc.)
Authorized Amount; Stated Maturity; Denominations. (a) The aggregate principal amount of the Secured Notes and the Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$308,975,680 U.S.$876,620,000 aggregate principal amount of Secured Notes and Subordinated Notes, (except for Additional Obligations issued pursuant to Section 2.4 and Obligations issued pursuant to supplemental indentures in accordance with Article VIII. Such Obligations shall (i) Notes
(b) The Notes will be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Designation
(1) Class A Notes Class B Notes Class C Notes Class D Notes Class E Notes Subordinated Notes Type Senior Secured Floating Rate Senior Secured Floating Rate Mezzanine Secured Deferrable Floating Rate Mezzanine Secured Deferrable Floating Rate Junior Secured Deferrable Floating Rate Subordinated Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Initial Principal Amount/Face Amount (U.S.$) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 $499,800,000 $38,760,000 $59,160,000 $65,280,000 $57,120,000(3) $156,500,000 Expected Moody's ’s Initial Rating "Aaa(sf“Aaa (sf)" "Aaa(sf” At least “Aa2 (sf)" "Aaa(sf” At least “A2 (sf)" "Aa2(sf” At least “Baa3 (sf)" "A2(sf” At least “Ba3 (sf)" ” N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Floating Rate Notes Yes Yes Yes Yes Yes N/A Fixed Rate Notes No No No No No N/A Interest Rate(2) Benchmark + 1.25% Benchmark + 1.80% Benchmark + 2.15% Benchmark + 3.35% Benchmark + 7.00%(4) N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Deferrable No No Yes Yes Yes N/A Re-Pricing Eligible No Yes No No Yes N/A Unfunded Class No No No No Yes No Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Payment Date in July 2034 Payment Date in July 2034 Payment Date in July 2034 Payment Date in July 2034 Payment Date in July 2034 Payment Date in July 2034 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 U.S.$250,000 (U.S.$10,000U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A X, X X, X, X X, X, X, X A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C C, D, E Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None None None None Junior Class(es) B, C, D, E, Subordinated Notes B, C, Subordinated Notes BD, CE, Subordinated Notes CD, E, Subordinated Notes E, Subordinated Notes Subordinated None Deferred Interest Notes No No No No Yes N/A Applicable Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No No
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn Amount.
(2) LIBOR plus the spread over LIBOR applicable to the Class A-S Notes, which shall be (a) 1.55% from the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafter. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations").Form Global; Certificated Global; Certificated Global; Certificated Global; Certificated Global; Certificated Global; Certificated
Appears in 1 contract
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$395,500,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$224,000,000 U.S.$26,000,000 U.S.$10,000,000 U.S.$137,775,000 Stated Maturity The Payment Date in June 2032 The Payment Date in June 2032 The Payment Date in June 2032 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Notes Yes Yes Yes N/A Index(3) Reference Rate Reference Rate N/A Spread(4) 1.45% 1.75% N/A N/A Fixed Rate of Interest(4) N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25N/A 2.83% N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Initial Rating(s): S&P “AAA(sf)” “AA(sf)” “AA(sf)” N/A Priority Class(es) None None None A A A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-SB-1, B, C -F Pari Passu Class(es) ANone B-T, A-S A-R, A-S A-R, A-T None None F B-1 None Junior Class(es) B-1, B-F, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers CoEntry Book-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) The Holders of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares are not being issued hereunder.
(2) Aggregate issue price in the case of the Preferred Shares.
(3) The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR plus (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period shall be an interpolation between 3-month LIBOR and 6-month LIBOR. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
(4) The spread over LIBOR applicable the Reference Rate (or, in the case of any Fixed Rate Note, the stated rate of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class Aof Re-S Pricing Eligible Notes, which shall be (a) 1.55% from subject to the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterconditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized “Minimum Denominations"”).
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Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Secured Notes and the Subordinated Notes Securities that may be authenticated and delivered under this Indenture Indenture, the Fiscal Agency Agreement (assuming, solely for the purposes of this Section 2.3, that each preferred share has a principal amount of U.S.$1,000) and the Memorandum and Articles is limited to U.S.$308,975,680 aggregate principal amount of Secured Notes and Subordinated Notes, U.S.$438,900,000 (except for Additional Obligations issued Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.4 2.4, Section 2.6, Section 2.7 or Section 8.5 of this Indenture and Obligations issued pursuant to supplemental indentures in accordance with Article VIIIthe Memorandum and Articles). Such Obligations Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Applicable Issuer Issuers Issuers Issuer Initial Principal Amount/Face Amount (U.S.$Amount(2) U.S.$20,000,000 U.S.$126,000,000 U.S.$29,000,000 U.S.$25,000,000 U.S.$22,575,680 U.S.$86,400,000 Expected Moody's Initial Rating "Aaa(sf)" "Aaa(sf)" "Aaa(sf)" "Aa2(sf)" "A2(sf)" U.S.$252,000,000 U.S.$40,500,000 U.S.$148,000,000 Stated Maturity The Payment Date in August 2033 The Payment Date in August 2033 N/A Expected S&P Initial Rating "AAA(sf)" "AAA(sf)" "AAA(sf)" Interest Rate: Floating Rate Notes Yes Yes N/A Index(3) Reference Rate Reference Rate N/A Index Maturity(4) 3 month 3 month N/A Spread(5) 1.60% 1.90% N/A Fixed Rate of Interest(5) N/A N/A N/A Debt Interest Rate Class A-R Note Interest Rate(1) LIBOR + 1.80% LIBOR + 1.55%(2) LIBOR + 2.65% LIBOR + 3.25% Initial Rating(s): S&P "AAA(sf)" "AA(sf)" N/A Stated Maturity May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 May 28, 2025 Minimum Denominations (U.S.$) (Integral Multiples) U.S.$1,000,000 (U.S.$10,000) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) U.S.$250,000 (U.S.$1.00) Priority Class(es) None None None A-R, A-T, A-S A-R, A-T, A-S, B A-R, A-T, A-S, B, C Pari Passu Class(es) A-T, A-S A-R, A-S A-R, A-T None None None Junior Class(es) BA-2-R, C, Subordinated Notes B, C, Subordinated Notes B, C, Subordinated Notes C, Subordinated Notes Subordinated Notes Preferred Shares Preferred Shares None Deferred Interest Notes deferrable No No No No Yes N/A Applicable Issuers CoForm Book-Issuers CoEntry Book-Issuers Co-Issuers Co-Issuers Issuer Issuer Listed Note No Yes Yes Yes No NoEntry Physical
(1) . The Holders Preferred Shares are not being issued hereunder.
2. Aggregate issue price in the case of the Class A-R Notes shall also be entitled to receive the Class A-R Commitment Fee on the Aggregate Undrawn AmountPreferred Shares.
3. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof.
4. The Reference Rate shall be calculated as set forth in the definition thereof and shall initially be benchmarked from three-month LIBOR (2) subject to a floor of zero), except that LIBOR plus for the first Interest Accrual Period after the First Refinancing Date shall be an interpolation between 3-month LIBOR and 6-month LIBOR.
5. The spread over LIBOR applicable the Reference Rate with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class Aof Re-S Pricing Eligible Notes, which shall be (a) 1.55% from ; subject to the Closing Date to but excluding October 13, 2016 and (b) 2.10% thereafterconditions set forth in Section 9.7. The Secured Debt (other than the Class A-R Notes) shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof, the Class A-R Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$10,000 and the Subordinated Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof (the "Authorized Minimum Denominations").
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