Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.05. Statements Required in Certificate or Opinion 89 Section 12.06. Rules by Trustee and Agents 89 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08. Governing Law 89 Section 12.09. Consent to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5, 2013, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):
Appears in 2 contracts
Samples: Indenture (Continental Resources, Inc), Indenture (Continental Resources, Inc)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 73 Section 11.03. Repayment to the Company 86 73 ARTICLE TWELVE MISCELLANEOUS 87 74 Section 12.01. No Adverse Interpretation of Other Agreements 87 74 Section 12.02. Notices 87 74 Section 12.03. Communication by Holders of the Notes with Other Holders of the Notes 88 75 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 75 Section 12.05. Statements Required in Certificate or Opinion 89 75 Section 12.06. Rules by Trustee and Agents 89 76 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 76 Section 12.08. Governing Law 89 76 Section 12.09. Waiver of Jury Trial 76 Section 12.10. Consent to Jurisdiction 90 76 Section 12.1012.11. Trust Indenture Act Controls 90 Section 12.11. Successors 90 77 Section 12.12. Severability 90 Successors 77 Section 12.13. Severability 77 Section 12.14. Counterpart Originals 90 77 Section 12.1412.15. Acts of Holders 91 77 Section 12.1512.16. Benefit of Indenture 92 79 Section 12.1612.17. Table of Contents, Headings, Etc. 92 79 Section 12.1712.18. Force Majeure 92 79 Section 12.19. U.S.A. Patriot Act 79 EXHIBITS Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5September 16, 20132016, among Continental ResourcesRange Resources Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors (as defined belowGuarantors”) and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/25.75% Senior Notes due 2023 2021 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Samples: Indenture (Range Resources Corp)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 74 Section 11.03. Repayment to the Company 86 75 ARTICLE TWELVE MISCELLANEOUS 87 75 Section 12.01. No Adverse Interpretation of Other Agreements 87 75 Section 12.02. Notices 87 75 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 77 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 77 Section 12.05. Statements Required in Certificate or Opinion 89 77 Section 12.06. Rules by Trustee and Agents 89 77 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 78 Section 12.08. Governing Law 89 78 Section 12.09. Waiver of Jury Trial 78 Section 12.10. Consent to Jurisdiction 90 78 Section 12.1012.11. Trust Indenture Act Controls 90 Section 12.11. Successors 90 78 Section 12.12. Severability 90 Successors 78 Section 12.13. Severability 79 Section 12.14. Counterpart Originals 90 79 Section 12.1412.15. Acts of Holders 91 79 Section 12.1512.16. Benefit of Indenture 92 80 Section 12.1612.17. Table of Contents, Headings, Etc. 92 80 Section 12.1712.18. Force Majeure 92 81 Section 12.19. U.S.A. Patriot Act 81 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5October 1, 20132014, among Continental ResourcesCalifornia Resources Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors (as defined belowGuarantors”) and Wilmington TrustXxxxx Fargo Bank, National Association (Association, a national banking association)association organized under the laws of the United States, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Notes (as defined below), which are being issued in three separate series, one series consisting of the 5% Senior Notes due 2023 2020 (the “Initial 2020 Notes” and”), together with any Exchange one series consisting of the 5½% Senior Notes and Additional Notes, each as defined herein, due 2021 (the “2021 Notes”):) and one series consisting of the 6% Senior Notes due 2024 (the “2024 Notes”), as in this Indenture provided:
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 124 Section 11.0312.03. Repayment to the Company 86 124 Section 12.04. Reinstatement 125 ARTICLE TWELVE THIRTEEN MISCELLANEOUS 87 125 Section 12.0113.01. No Adverse Interpretation of Other Agreements 87 125 Section 12.0213.02. Notices 87 125 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 126 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 126 Section 12.0513.05. Statements Required in Certificate or Opinion 89 126 Section 12.0613.06. Rules by Trustee and Agents 89 127 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 127 Section 12.0813.08. Governing Law 89 127 Section 12.09. Consent to Jurisdiction 90 Section 12.1013.09. Trust Indenture Act Controls 90 127 Section 12.1113.10. Successors 90 127 Section 12.1213.11. Severability 90 128 Section 12.1313.12. Counterpart Originals 90 128 Section 12.1413.13. Acts of Holders 91 128 Section 12.1513.14. Benefit of Indenture 92 129 Section 12.1613.15. Table of Contents, Headings, Etc. 92 129 Section 12.1713.16. Force Majeure 92 Collateral Trustee 129 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5October 1, 20132015, among Continental Resourcesby and between Xxxxxxxx Petroleum Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), Xxxxxxxx Petroleum Company, L.L.C., as the Initial Guarantors (as defined below) initial Subsidiary Guarantor, and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”) and Collateral Trustee (the “Collateral Trustee”). The Company, the Initial Guarantors Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 8.875% Second Lien Senior Secured Notes due 2023 2018 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as further defined herein, the “Notes”):
Appears in 1 contract
Samples: Indenture (Goodrich Petroleum Corp)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 73 Section 11.03. Repayment to the Company 86 73 ARTICLE TWELVE MISCELLANEOUS 87 74 Section 12.01. No Adverse Interpretation of Other Agreements 87 74 Section 12.02. Notices 87 74 Section 12.03. Communication by Holders of the Notes with Other Holders of the Notes 88 75 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 75 Section 12.05. Statements Required in Certificate or Opinion 89 75 Section 12.06. Rules by Trustee and Agents 89 76 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 76 Section 12.08. Governing Law 89 76 Section 12.09. Waiver of Jury Trial 76 Section 12.10. Consent to Jurisdiction 90 77 Section 12.1012.11. Trust Indenture Act Controls 90 Section 12.11. Successors 90 77 Section 12.12. Severability 90 Successors 77 Section 12.13. Severability 77 Section 12.14. Counterpart Originals 90 77 Section 12.1412.15. Acts of Holders 91 77 Section 12.1512.16. Benefit of Indenture 92 79 Section 12.1612.17. Table of Contents, Headings, Etc. 92 79 Section 12.1712.18. Force Majeure 92 79 Section 12.19. U.S.A. Patriot Act 79 EXHIBITS Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5September 16, 20132016, among Continental ResourcesRange Resources Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors (as defined belowGuarantors”) and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/25.875% Senior Notes due 2023 2022 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Samples: Indenture (Range Resources Corp)
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03Provisions. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01SECTION 9.06 Reinstatement. 87 SECTION 9.07 Moneys Held by Paying Agent. 87 SECTION 9.08 Moneys Held by Trustee. 88 SECTION 10.01 Guarantee. 88 SECTION 10.02 Limitation on Liability. 90 Table of Contents SECTION 10.03 Successors and Assigns. 90 SECTION 10.04 No Adverse Interpretation Waiver. 90 SECTION 10.05 Modification. 90 SECTION 10.06 Release of Other Agreements 87 Section 12.02Subsidiary Guarantor. Notices 87 Section 12.0390 SECTION 10.07 Contribution. Communication 91 SECTION 11.01 Trust Indenture Act Controls. 91 SECTION 11.02 Notices. 92 SECTION 11.03 Communications by Holders of Notes with Other Holders of Notes 88 Section 12.04Holders. 93 SECTION 11.04 Certificate and Opinion as to Conditions Precedent 88 Section 12.05Precedent. 93 SECTION 11.05 Statements Required in Certificate or Opinion 89 Section 12.06and Opinion. 93 SECTION 11.06 Rules by Trustee and Agents 89 Section 12.07Agents. 94 SECTION 11.07 Business Days. 94 SECTION 11.08 Governing Law. 94 SECTION 11.09 Waiver of Jury Trial. 94 SECTION 11.10 Force Majeure. 94 SECTION 11.11 No Personal Liability Adverse Interpretation of Directors, Officers, Employees and Stockholders 89 Section 12.08Other Agreements. Governing Law 89 Section 12.0994 SECTION 11.12 No Recourse Against Others. Consent to Jurisdiction 90 Section 12.1094 SECTION 11.13 Successors. Trust Indenture Act Controls 90 Section 12.1195 SECTION 11.14 Multiple Counterparts. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. 95 SECTION 11.15 Table of Contents, Headings, Etcetc. 92 Section 12.1795 SECTION 11.16 Separability. Force Majeure 92 95 SECTION 11.17 USA Patriot Act. 95 SECTION 11.18 Qualification Under Trust Indenture Act. 96 Exhibit A A. Form of Global Initial Note A Exhibit B-1 B. Form of Certificate of Transfer Global Exchange Note B Exhibit B-2 C. Form of Certificate of Transfer for Institutional Accredited Investors Legends C Exhibit C Form of Certificate of Exchange Exhibit D D. Form of Notation of Guarantee Exhibit E Form D Table of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)Contents INDENTURE, dated as of April 5July 16, 20132014, among Continental ResourcesAMSURG ESCROW CORP., Inc., an Oklahoma corporation (the “Company”)a Tennessee corporation, the Initial Subsidiary Guarantors (as defined belowhereinafter defined) party hereto from time to time and Wilmington Trust, National Association (a national banking association)U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”)trustee. The Company, the Initial Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):Holders.
Appears in 1 contract
Samples: Indenture (Amsurg Corp)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 Provisions. 82 Section 11.03. Repayment to the Company 86 Company. 83 ARTICLE TWELVE MISCELLANEOUS 87 83 Section 12.01. No Adverse Interpretation of Other Agreements 87 Agreements. 83 Section 12.02. Notices 87 Notices. 83 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 [Reserved] 84 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Precedent. 84 Section 12.05. Statements Required in Certificate or Opinion 89 Opinion. 85 Section 12.06. Rules by Trustee and Agents 89 Agents. 85 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Stockholders. 85 Section 12.08. Governing Law 89 Law. 85 Section 12.09. Consent to Jurisdiction 90 Jurisdiction. 86 Section 12.10. Trust Indenture Act Controls 90 [Reserved]. 86 Section 12.11. Successors 90 Successors. 86 Section 12.12. Severability 90 Severability. 86 Section 12.13. Counterpart Originals 90 Entire Agreement. 86 Section 12.14. Acts of Holders 91 Counterpart Originals. 86 Section 12.15. Acts of Holders. 87 Section 12.16. Benefit of Indenture 92 Indenture. 88 Section 12.1612.17. Table of Contents, Headings, Etc. 92 88 Section 12.1712.18. Force Majeure 92 Majeure. 88 Section 12.19. U.S.A. Patriot Act. 89 Exhibit A Form of Note Exhibit B-1 B Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5November 25, 20132020, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 5.75% Senior Notes due 2023 2031 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.05. Statements Required in Certificate or Opinion 89 64 Section 12.06. Rules by Trustee and Agents 89 Reinstatement 65 Section 12.0713.01. Guarantees 65 Section 14.01. Securities Subordinate to Senior Debt 69 Section 14.02. Payment Over of Proceeds Upon Dissolution, Etc 69 Section 14.03. Prior Payment to Senior Debt Upon Acceleration of Securities 70 Section 14.04. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Payment When Senior Debt in Default 71 Section 12.0814.05. Governing Law 89 Payment Permitted in Certain Situations 71 Section 12.0914.06. Consent Subrogation to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts Rights of Holders 91 of Senior Debt 72 Section 12.1514.07. Benefit Provisions Solely to Define Relative Rights 72 Section 14.08. Trustee to Effectuate Subordination 72 Section 14.09. No Waiver of Indenture 92 Subordination Provisions 73 Section 12.1614.10. Table of Contents, Headings, EtcNotice to Trustee 73 Section 14.11. 92 Section 12.17. Force Majeure 92 Exhibit A Form of Note Exhibit B-1 Form of Reliance on Judicial Order or Certificate of Transfer Exhibit B-2 Form Liquidating Agent 74 Section 14.12. Trustee Not Fiduciary For Holders of Certificate Senior Debt 74 Section 14.13. Rights of Transfer for Institutional Accredited Investors Exhibit C Form Trustee as Holder of Certificate Senior Debt; Preservation of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)Trustees Rights 74 Section 14.14. Article Applicable to Paying Agents 74 Section 15.01. Security 74 INDENTURE, dated as of April 5, 2013[ ], among Continental ResourcesSUNEDISON, Inc.INC., an Oklahoma a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), having its principal office at 000 Xxxxx Xxxxx (City of X’Xxxxxx), Xx. Xxxxxx, Missouri, 63376, the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking associationhereinafter), each having its principal office at 000 Xxxxx Xxxxx (City of X’Xxxxxx), Xx. Xxxxxx, Missouri, 63376, and U.S. Bank National Association, as trustee Trustee (herein called the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Samples: Indenture (Enflex Corp)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03. Repayment to the Company 86 56 ARTICLE TWELVE [RESERVED] 56 ARTICLE THIRTEEN MISCELLANEOUS 87 56 Section 12.0113.01. No Adverse Interpretation of Other Agreements 87 TIA Controls 56 Section 12.0213.02. Notices 87 56 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 58 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 58 Section 12.0513.05. Statements Required in Certificate or Opinion 89 58 Section 12.0613.06. Rules by Trustee and Agents 89 59 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 59 Section 12.0813.08. Governing Law 89 Law; Waiver of Jury Trial 59 Section 12.0913.09. Consent to Jurisdiction 90 [Reserved] 59 Section 12.1013.10. Trust Indenture Act Controls 90 No Adverse Interpretation of Other Agreements 59 Section 12.1113.11. Successors 90 60 Section 12.1213.12. Severability 90 60 Section 12.1313.13. Counterpart Originals 90 60 Section 12.1413.14. Acts of Holders 91 60 Section 12.1513.15. Benefit of Indenture 92 61 Section 12.1613.16. Table of Contents, Headings, Etc. 92 61 Section 12.1713.17. Force Majeure 92 U.S.A. PATRIOT Act 62 Exhibit A Form of Note FORM OF 2024 NOTE Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors B FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE dated as of April 5December 14, 2013, 2021 among Continental ResourcesQorvo, Inc., an Oklahoma a Delaware corporation (the “Company”), the Initial Subsidiary Guarantors (as defined below) listed on the signature pages hereto and Wilmington TrustComputershare Trust Company, National Association (a national banking association)N.A., as trustee Trustee (as defined below). The Company has duly authorized the “Trustee”)execution and delivery of this Indenture to provide for the issuance from time to time of its 1.750% Senior Notes due 2024. The initial Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for a guarantee of the Notes (as defined below) and of certain of the Company’s obligations hereunder. All things necessary to make this Indenture a valid agreement of the Company and the initial Subsidiary Guarantors, in accordance with its terms, have been done. The Company, the Initial Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”)::
Appears in 1 contract
Samples: Indenture (Qorvo, Inc.)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 73 Section 11.03. Repayment to the Company 86 73 ARTICLE TWELVE MISCELLANEOUS 87 74 Section 12.01. No Adverse Interpretation of Other Agreements 87 74 Section 12.02. Notices 87 74 Section 12.03. Communication by Holders of the Notes with Other Holders of the Notes 88 75 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 75 Section 12.05. Statements Required in Certificate or Opinion 89 75 Section 12.06. Rules by Trustee and Agents 89 76 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 76 Section 12.08. Governing Law 89 76 Section 12.09. Waiver of Jury Trial 76 Section 12.10. Consent to Jurisdiction 90 76 Section 12.1012.11. Trust Indenture Act Controls 90 Section 12.11. Successors 90 77 Section 12.12. Severability 90 Successors 77 Section 12.13. Severability 77 Section 12.14. Counterpart Originals 90 77 Section 12.1412.15. Acts of Holders 91 77 Section 12.1512.16. Benefit of Indenture 92 79 Section 12.1612.17. Table of Contents, Headings, Etc. 92 79 Section 12.1712.18. Force Majeure 92 79 Section 12.19. U.S.A. Patriot Act 79 EXHIBITS Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5September 16, 20132016, among Continental ResourcesRange Resources Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors (as defined belowGuarantors”) and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/25.00% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Samples: Indenture (Range Resources Corp)
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.0365 SECTION 9.06. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01Reinstatement 66 SECTION 9.07. No Adverse Interpretation of Other Agreements 87 Section 12.02Moneys Held by Paying Agent 66 SECTION 9.08. Moneys Held by Trustee 66 SECTION 10.01. Trust Indenture Act Controls 67 SECTION 10.02. Notices 87 Section 12.0367 SECTION 10.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section 12.0468 SECTION 10.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.0568 SECTION 10.05. Statements Required in Certificate or and Opinion 89 Section 12.0668 SECTION 10.06. Rules by Trustee and Agents 89 Section 12.0769 SECTION 10.07. Business Days; Legal Holidays 69 SECTION 10.08. Governing Law; Waiver of Jury Trial 69 SECTION 10.09. No Personal Liability Adverse Interpretation of Directors, Officers, Employees and Stockholders 89 Section 12.08. Governing Law 89 Section 12.09. Consent to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11Other Agreements 69 SECTION 10.10. Successors 90 Section 12.1269 SECTION 10.11. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16Multiple Counterparts 69 SECTION 10.12. Table of Contents, Headings, Etcetc. 92 Section 12.1769 SECTION 10.13. Separability 70 SECTION 10.14. Force Majeure 92 70 Exhibit A A. Form of Note A-1 Exhibit B. Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes B-1 Exhibit C. Form of Legend for Regulation S Note C-1 Exhibit D. Form of Legend for Global Note D-1 Exhibit E. Form of Certificate of Transfer To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors E-1 Exhibit B-2 F. Form of Certificate of Transfer for Institutional Accredited Investors To Be Delivered in Connection with Transfers Pursuant to Regulation S F-1 Exhibit C G. Form of Incumbency Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)G-1 INDENTURE, dated as of April 5June 11, 20132004, among Continental ResourcesLANGUAGE LINE ACQUISITION, Inc.INC., an Oklahoma a Delaware corporation (to be renamed LANGUAGE LINE HOLDINGS, INC.) (the “Company”), the Initial Guarantors (as defined below) and Wilmington TrustThe Bank of New York, National Association (a national New York banking association), corporation as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03. Repayment to the Company 86 87 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 89 Section 12.05. Statements Required in Certificate or Opinion 89 Section 12.06. Rules by Trustee and Agents 89 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08. Governing Law 89 90 Section 12.09. Consent to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 93 Section 12.18. U.S.A. Patriot Act 93 Exhibit A Form of Note Exhibit B-1 B Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5December 8, 20132017, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 4.375% Senior Notes due 2023 2028 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 122 Section 11.0312.03. Repayment to the Company 86 122 Section 12.04. Reinstatement 123 ARTICLE TWELVE THIRTEEN MISCELLANEOUS 87 123 Section 12.0113.01. No Adverse Interpretation of Other Agreements 87 123 Section 12.0213.02. Notices 87 123 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 124 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 124 Section 12.0513.05. Statements Required in Certificate or Opinion 89 125 Section 12.0613.06. Rules by Trustee and Agents 89 125 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 125 Section 12.0813.08. Governing Law 89 125 Section 12.09. Consent to Jurisdiction 90 Section 12.1013.09. Trust Indenture Act Controls 90 125 Section 12.1113.10. Successors 90 125 Section 12.1213.11. Severability 90 126 Section 12.1313.12. Counterpart Originals 90 126 Section 12.1413.13. Acts of Holders 91 126 Section 12.1513.14. Benefit of Indenture 92 127 Section 12.1613.15. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 127 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5March 12, 20132015, among Continental Resourcesby and between Xxxxxxxx Petroleum Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), Xxxxxxxx Petroleum Company, L.L.C., as the Initial Guarantors (as defined below) initial Subsidiary Guarantor, and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Company, the Initial Guarantors Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 8.00% Second Lien Senior Secured Notes due 2023 2018 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as further defined herein, the “Notes”):
Appears in 1 contract
Samples: Indenture (Goodrich Petroleum Corp)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 78 Section 11.03. Repayment to the Company 86 78 ARTICLE TWELVE MISCELLANEOUS 87 78 Section 12.01. No Adverse Interpretation of Other Agreements 87 78 Section 12.02. Notices 87 78 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 [Reserved] 79 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 80 Section 12.05. Statements Required in Certificate or Opinion 89 80 Section 12.06. Rules by Trustee and Agents 89 80 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 80 Section 12.08. Governing Law 89 81 Section 12.09. Consent to Jurisdiction 90 81 Section 12.10. Trust Indenture Act Controls 90 [Reserved] 81 Section 12.11. Successors 90 81 Section 12.12. Severability 90 81 Section 12.13. Entire Agreement 81 Section 12.14. Counterpart Originals 90 82 Section 12.1412.15. Acts of Holders 91 82 Section 12.1512.16. Benefit of Indenture 92 83 Section 12.1612.17. Table of Contents, Headings, Etc. 92 83 Section 12.1712.18. Force Majeure 92 83 Section 12.19. U.S.A. Patriot Act 84 Exhibit A Form of Note Exhibit B-1 B Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5November 22, 20132021, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 2.268% Senior Notes due 2023 2026 (the “Initial 2026 Notes” and”) and 2.875% Senior Notes due 2032 (the “2032 Notes”, and together with any Exchange Notes and Additional the 2026 Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 72 SECTION 9.06. Reinstatement 73 SECTION 9.07. Moneys Held by Paying Agent 73 SECTION 9.08. Moneys Held by Trustee 73 SECTION 10.01. Guarantee 74 SECTION 10.02. Execution and Delivery of Guarantee 75 SECTION 10.03. Limitation of Guarantee 75 SECTION 10.04. Release of Guarantor 75 SECTION 10.05. Waiver of Subrogation 76 SECTION 11.01. Trust Indenture Act Controls 76 SECTION 11.02. Notices 77 SECTION 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section 12.0478 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.0578 SECTION 11.05. Statements Required in Certificate or and Opinion 89 Section 12.0678 SECTION 11.06. Rules by Trustee and Agents 89 Section 12.0778 SECTION 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08Business Days; Legal Holidays 79 SECTION 11.08. Governing Law 89 Section 12.0979 SECTION 11.09. Consent to Jurisdiction 90 Section 12.10No Adverse Interpretation of Other Agreements 79 SECTION 11.10. Trust Indenture Act Controls 90 Section 12.11No Recourse Against Others 79 SECTION 11.11. Successors 90 Section 12.1279 SECTION 11.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16Multiple Counterparts 80 SECTION 11.13. Table of Contents, Headings, Etc. 92 Section 12.1780 SECTION 11.14. Force Majeure 92 Separability 80 SECTION 11.15. Acts of Holders. Record Dates 80 SECTION 11.16. Failure or Indulgence Not Waiver 81 Exhibit A A. Form of Note A-1 Exhibit B. Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes B-1 Exhibit C. Form of Legend for Regulation S Note C-1 Exhibit D. Form of Legend for Global Note D-1 Exhibit E. Form of Certificate of Transfer To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors E-1 Exhibit B-2 F. Form of Certificate of Transfer for Institutional Accredited Investors To Be Delivered in Connection with Transfers to Pursuant to Regulation S F-1 Exhibit C G. Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)G-1 INDENTURE, dated as of April 5—, 20132008, among Continental ResourcesGSI GROUP CORPORATION, Inc.a Michigan corporation, an Oklahoma corporation as issuer (the “CompanyIssuer”), GSI Group Inc., a company continued and existing under the Initial Guarantors laws of the Province of New Brunswick, Canada and the owner of all outstanding shares of voting capital stock of the Issuer (the “Parent”), Eagle Acquisition Corporation, a Delaware corporation (“EAC”), as a Guarantor (as defined below) hereinafter defined), and Wilmington TrustThe Bank of New York Mellon Trust Company, National Association (a national banking association)N.A., as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Samples: Indenture (Gsi Group Inc)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 83 Section 12.01. No Adverse Interpretation Escrow of Other Agreements 87 Proceeds 83 Section 12.02. Notices 87 Special Mandatory Redemption 83 Section 12.03. Release of Escrowed Property 83 Section 13.01. TIA Controls 84 Section 13.02. Notices 84 Section 13.03. Communication by Holders of Notes with Other Holders of Notes 88 85 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 85 Section 12.0513.05. Statements Required in Certificate or Opinion 89 85 Section 12.0613.06. Rules by Trustee and Agents 89 86 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 86 Section 12.0813.08. Governing Law 89 Law; Waiver of Jury Trial 86 Section 12.0913.09. Consent to Jurisdiction 90 [Intentionally Omitted] 86 Section 12.1013.10. Trust Indenture Act Controls 90 No Adverse Interpretation of Other Agreements 86 Section 12.1113.11. Successors 90 86 Section 12.1213.12. Severability 90 86 Section 12.1313.13. Counterpart Originals 90 86 Section 12.1413.14. Acts of Holders 91 87 Section 12.1513.15. Benefit of Indenture 92 88 Section 12.1613.16. Table of Contents, Headings, Etc. 92 88 Section 12.1713.17. Force Majeure 92 USA PATRIOT Act 88 Exhibit A Form of Note A-1 FORM OF 2022 NOTE Exhibit B-1 Form of Certificate of Transfer A-2 FORM OF 2024 NOTE Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors B FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Notation of Guarantee FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Exhibit E Form of Guarantor Supplemental Indenture FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR INDENTURE (this “Indenture”), dated as of April 5October 6, 20132014 among AECOM Technology Corporation, among Continental Resources, Inc., an Oklahoma a Delaware corporation (the “Company”), the Initial Subsidiary Guarantors (as defined below) listed on the signature pages hereto and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee Trustee (as defined below). The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its 5.750% Senior Notes due 2022 (the “Trustee2022 Notes”) and its 5.875% Senior Notes due 2024 (the “2024 Notes”). The 2022 Notes and the 2024 Notes will each be issued as a separate series of Notes as provided in this Indenture. The initial Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for a guarantee of the Notes and of certain of the Company’s obligations hereunder. All things necessary to make this Indenture a valid agreement of the Company and the initial Subsidiary Guarantors, in accordance with its terms, have been done. The Company, the Initial Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 5.750% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange 2022 and 5.875% Senior Notes and Additional Notes, each as defined herein, the “Notes”):due 2024:
Appears in 1 contract
Samples: Indenture (Aecom Technology Corp)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Miscellane- ous Provisions. 78 MISCELLANEOUS 78 Section 11.0313.01. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 TIA Controls. 78 Section 12.0113.02. No Adverse Interpretation of Other Agreements 87 Notices. 78 Section 12.02. Notices 87 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 Notes. 80 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 Precedent. 80 Section 12.0513.05. Statements Required in Certificate or Opinion 89 Opinion. 80 Section 12.0613.06. Rules by Trustee and Agents 89 Agents. 80 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Stockholders. 81 Section 12.0813.08. Governing Law 89 Law; Waiver of Jury Trial. 81 Section 12.0913.09. Consent to Jurisdiction 90 [Intentionally Omitted]. 81 Section 12.1013.10. Trust Indenture Act Controls 90 No Adverse Interpretation of Other Agreements. 81 Section 12.1113.11. Successors 90 Successors. 81 Section 12.1213.12. Severability 90 Severability. 81 Section 12.1313.13. Counterpart Originals 90 Originals. 81 Section 12.1413.14. Acts of Holders 91 Holders. 82 Section 12.1513.15. Benefit of Indenture 92 Indenture. 82 Section 12.1613.16. Table of Contents, Headings, Etc. 92 83 Section 12.1713.17. Force Majeure 92 USA PATRIOT Act. 83 Exhibit A Form of Note FORM OF 2029 NOTE Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors B FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE dated as of April 5September 30, 2013, 2019 among Continental ResourcesQorvo, Inc., an Oklahoma a Delaware corporation (the “Company”), the Initial Subsidiary Guarantors (as defined below) listed on the signature pages hereto and Wilmington TrustMUFG Union Bank, National Association (a national banking association)N.A., as trustee Trustee (as defined below). The Company has duly authorized the “Trustee”)execution and delivery of this Indenture to provide for the issuance from time to time of its 4.375% Senior Notes due 2029. The initial Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for a guarantee of the Notes (as defined below) and of certain of the Company’s obligations hereunder. All things necessary to make this Indenture a valid agreement of the Company and the initial Subsidiary Guarantors, in accordance with its terms, have been done. The Company, the Initial Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”)::
Appears in 1 contract
Samples: Indenture (Qorvo, Inc.)
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.0360 SECTION 9.06. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section Reinstatement 61 SECTION 9.07. Moneys Held by Paying Agent 61 SECTION 9.08. Moneys Held by Trustee 61 SECTION 10.01. Guarantee 62 SECTION 10.02. Execution and Delivery of Guarantee 63 SECTION 10.03. Limitation of Guarantee 63 SECTION 10.04. Release of Guarantor 64 SECTION 10.05. Waiver of Subrogation 64 SECTION 12.01. No Adverse Interpretation of Other Agreements 87 Section Trust Indenture Act Controls 65 SECTION 12.02. Notices 87 Section 65 SECTION 12.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section 66 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 88 Section 66 SECTION 12.05. Statements Required in Certificate or and Opinion 89 Section 67 SECTION 12.06. Rules by Trustee and Agents 89 Section 67 SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section Business Days; Legal Holidays 67 SECTION 12.08. Governing Law 89 Section Law; Waiver of Jury Trial 67 SECTION 12.09. Consent to Jurisdiction 90 Section No Adverse Interpretation of Other Agreements 68 SECTION 12.10. Trust Indenture Act Controls 90 Section No Recourse Against Others 68 SECTION 12.11. Successors 90 Section 68 SECTION 12.12. Severability 90 Section Multiple Counterparts 68 SECTION 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etcetc. 92 Section 12.1769 SECTION 12.14. Separability 69 SECTION 12.15. U.S.A. Patriot Act 69 SECTION 12.16. Force Majeure 92 69 Exhibit A A. Form of Note A-1 Exhibit B. Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes B-1 Exhibit C. Form of Legend for Regulation S Note C-1 Exhibit D. Form of Legend for Global Note D-1 Exhibit E. Form of Certificate of Transfer To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors E-1 Exhibit B-2 F. Form of Certificate of Transfer for Institutional Accredited Investors To Be Delivered in Connection with Transfers Pursuant to Regulation S F-1 Exhibit C G. Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)G-1 INDENTURE, dated as of April 5June 6, 20132017, among Continental ResourcesMERITAGE HOMES CORPORATION, Inc.a Maryland corporation, an Oklahoma corporation as issuer (the “CompanyIssuer”), the Initial Guarantors (as defined belowhereinafter defined) and Wilmington TrustXXXXX FARGO BANK, National Association (NATIONAL ASSOCIATION, a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):Holders.
Appears in 1 contract
Samples: Indenture (Meritage Homes CORP)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 74 Section 11.03. Repayment to the Company 86 75 ARTICLE TWELVE MISCELLANEOUS 87 75 Section 12.01. No Adverse Interpretation of Other Agreements 87 75 Section 12.02. Notices 87 75 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 77 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 77 Section 12.05. Statements Required in Certificate or Opinion 89 77 Section 12.06. Rules by Trustee and Agents 89 77 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 77 Section 12.08. Governing Law 89 78 Section 12.09. Waiver of Jury Trial 78 Section 12.10. Consent to Jurisdiction 90 78 Section 12.1012.11. Trust Indenture Act Controls 90 Section 12.11. Successors 90 78 Section 12.12. Severability 90 Successors 78 Section 12.13. Severability 79 Section 12.14. Counterpart Originals 90 79 Section 12.1412.15. Acts of Holders 91 79 Section 12.1512.16. Benefit of Indenture 92 80 Section 12.1612.17. Table of Contents, Headings, Etc. 92 80 Section 12.1712.18. Force Majeure 92 81 Section 12.19. U.S.A. Patriot Act 81 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5October 1, 20132014, among Continental ResourcesCalifornia Resources Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors (as defined belowGuarantors”) and Wilmington TrustXxxxx Fargo Bank, National Association (Association, a national banking association)association organized under the laws of the United States, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Notes (as defined below), which are being issued in three separate series, one series consisting of the 5% Senior Notes due 2023 2020 (the “Initial 2020 Notes” and”), together with any Exchange one series consisting of the 5½% Senior Notes and Additional Notes, each as defined herein, due 2021 (the “2021 Notes”):) and one series consisting of the 6% Senior Notes due 2024 (the “2024 Notes”), as in this Indenture provided:
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 102 Article TwelveMISCELLANEOUS Section 12.01. No Adverse Interpretation of Other Agreements 87 TIA Controls 102 Section 12.02. Notices 87 102 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 103 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 104 Section 12.05. Statements Required in Certificate or Opinion 89 104 Section 12.06. Rules by Trustee and Agents 89 104 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 105 Section 12.08. Governing Law 89 Law; Waiver of Jury Trial 105 Section 12.09. Consent to Jurisdiction 90 [Intentionally Omitted] 105 Section 12.10. Trust Indenture Act Controls 90 No Adverse Interpretation of Other Agreements 105 Section 12.11. Successors 90 105 Section 12.12. Severability 90 105 Section 12.13. Counterpart Originals 90 105 Section 12.14. Acts of Holders 91 106 Section 12.15. Benefit of Indenture 92 107 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 107 Exhibit A Form of Note FORM OF NOTE Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors B FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Notation of Guarantee FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Exhibit E Form of Guarantor Supplemental Indenture FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR INDENTURE (this “Indenture”), dated as of April 5November 1, 2013, 2013 among Continental Resources, Alliant Techsystems Inc., an Oklahoma corporation (the “Company”)a Delaware corporation, the Initial Subsidiary Guarantors (as defined below) listed on the signature pages hereto and Wilmington TrustThe Bank of New York Mellon Trust Company, National Association (N.A., a national banking association), as trustee Trustee (as defined below). The Company has duly authorized the “Trustee”)execution and delivery of this Indenture to provide for the issuance from time to time of its 5.25% Senior Notes due 2021 to be issued in one or more series as provided in this Indenture. The initial Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for a guarantee of the Notes and of certain of the Company’s obligations hereunder. All things necessary to make this Indenture a valid agreement of the Company and the initial Subsidiary Guarantors, in accordance with its terms, have been done. The Company, the Initial Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 5.25% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):2021:
Appears in 1 contract
Samples: Indenture (Alliant Techsystems Inc)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Provisions. 115 Section 11.03. Repayment to the Company 86 Company. 116 ARTICLE TWELVE MISCELLANEOUS 87 116 Section 12.01. No Adverse Interpretation of Other Agreements 87 Agreements. 116 Section 12.02. Notices 87 Notices. 116 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Notes. 117 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Precedent. 118 Section 12.05. Statements Required in Certificate or Opinion 89 Opinion. 118 Section 12.06. Rules by Trustee and Agents 89 Agents. 118 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Stockholders. 119 Section 12.08. Governing Law 89 Law. 119 Section 12.09. Consent to Jurisdiction 90 Jurisdiction. 119 Section 12.10. Trust Indenture Act Controls 90 Controls. 119 Section 12.11. Successors 90 Successors. 119 Section 12.12. Severability 90 Severability. 120 Section 12.13. Counterpart Originals 90 Originals. 120 Section 12.14. Acts of Holders 91 Holders. 120 Section 12.15. Benefit of Indenture 92 Indenture. 121 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 122 Exhibit A A-1 Form of Note Exhibit A-2 Form of Regulation S Temporary Global Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5September 23, 20132009, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors Guarantor (as defined below) and Wilmington Trust, National Association Trust FSB (a national banking associationfederal savings bank), as trustee (the “Trustee”). The Company, the Initial Guarantors Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/28.25% Senior Notes due 2023 2019 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 67 Section 11.03. Repayment to the Company 86 67 ARTICLE TWELVE MISCELLANEOUS 87 67 Section 12.01. No Adverse Interpretation of Other Agreements 87 67 Section 12.02. Notices 87 68 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 68 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 68 Section 12.05. Statements Required in Certificate or Opinion 89 69 Section 12.06. Rules by Trustee and Agents 89 69 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 69 Section 12.08. Governing Law 89 69 Section 12.09. Consent to Jurisdiction 90 69 Section 12.10. Trust Indenture Act Controls 90 69 Section 12.11. Successors 90 69 Section 12.12. Severability 90 70 Section 12.13. Counterpart Originals 90 70 Section 12.14. Acts of Holders 91 70 Section 12.15. Benefit of Indenture 92 71 Section 12.16. Table of Contents, Headings, Etc. 92 71 Section 12.17. Force Majeure 92 71 Exhibit A A-1 Form of Note Exhibit A-2 Form of Regulation S Temporary Global Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5March 8, 20132012, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors Guarantor (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/25% Senior Notes due 2023 2022 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 95 Section 11.0312.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 96 Section 12.0113.01. No Adverse Interpretation of Other Agreements 87 Trust Indenture Act Controls 96 Section 12.0213.02. Notices 87 96 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 97 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 97 Section 12.0513.05. Statements Required in Certificate or Opinion 89 97 Section 12.0613.06. Rules by Trustee and Agents 89 98 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 98 Section 12.0813.08. Governing Law 89 98 Section 12.0913.09. Consent to Jurisdiction 90 No Adverse Interpretation of Other Agreements 98 Section 12.10. Trust Indenture Act Controls 90 Section 12.1113.10. Successors 90 98 Section 12.1213.11. Severability 90 98 Section 12.1313.12. Counterpart Originals 90 99 Section 12.1413.13. Acts of Holders 91 99 Section 12.1513.14. Benefit of Indenture 92 100 Section 12.1613.15. Table of Contents, Headings, Etc. 92 100 Section 12.1713.16. Force Majeure 92 Intercreditor Agreement and Collateral Documents 100 Exhibits: Exhibit A Form of Note FORM OF NOTE Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors B FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Notation of Guarantee FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E Form of Guarantor Supplemental Indenture FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE Exhibit G FORM OF OFFICERS’ CERTIFICATE TO BE DELIVERED BY THE COMPANY PURSUANT TO SECTION 10.06(b) OF THE INDENTURE INDENTURE (this “Indenture”), dated as of April 5August 7, 20132009, by and among Continental Resources, Xxxxx Xxxxx Inc., an Oklahoma a Delaware corporation (the “Company”), Xxxxx Xxxxx, a New York general partnership and subsidiary of the Initial Guarantors Company (as defined below) “Xxxxx Xxxxx GP” and Wilmington Trusttogether with the Company, National Association (a national banking associationthe “Co-Obligors”), Xxxxx Xxxxx Holdings, Inc., a Delaware corporation (“Holdings”), and each of the direct and indirect domestic subsidiaries of the Company named in the signature pages hereto (other than Xxxxx Xxxxx GP) (the “Initial Subsidiary Guarantors”, and together with Holdings, the “Initial Guarantors”), and U.S. Bank National Association, as trustee Trustee (the “Trustee”). The CompanyAs of the Issue Date, each of the Initial Guarantors will guarantee all the obligations of Xxxxx Xxxxx and Xxxxx Xxxxx GP under the Notes and this Indenture. The Company and the Trustee (as defined below) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/211.75% Senior Secured Notes due 2023 2015 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):
Appears in 1 contract
Samples: Indenture (Duane Reade Holdings Inc)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Provisions. 79 [INTENTIONALLY OMITTED] 79 Section 11.0313.01. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 TIA Controls. 79 Section 12.0113.02. No Adverse Interpretation of Other Agreements 87 Notices. 79 Section 12.02. Notices 87 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 Notes. 81 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 Precedent. 81 Section 12.0513.05. Statements Required in Certificate or Opinion 89 Opinion. 81 Section 12.0613.06. Rules by Trustee and Agents 89 Agents. 82 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Stockholders. 82 Section 12.0813.08. Governing Law 89 Law; Waiver of Jury Trial. 82 Section 12.0913.09. Consent to Jurisdiction 90 [Intentionally Omitted]. 82 Section 12.1013.10. Trust Indenture Act Controls 90 No Adverse Interpretation of Other Agreements. 82 Section 12.1113.11. Successors 90 Successors. 83 Section 12.1213.12. Severability 90 Severability. 83 Section 12.1313.13. Counterpart Originals 90 Originals. 83 Section 12.1413.14. Acts of Holders 91 Holders. 83 Section 12.1513.15. Benefit of Indenture 92 Indenture. 84 Section 12.1613.16. Table of Contents, Headings, Etc. 92 84 Section 12.1713.17. Force Majeure 92 USA PATRIOT Act. 84 Exhibit A Form of Note A-1 FORM OF 2023 NOTE Exhibit B-1 Form of Certificate of Transfer A-2 FORM OF 2025 NOTE Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors B FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE dated as of April 5November 19, 2013, 2015 among Continental ResourcesQorvo, Inc., an Oklahoma a Delaware corporation (the “Company”), the Initial Subsidiary Guarantors (as defined below) listed on the signature pages hereto and Wilmington TrustMUFG Union Bank, National Association (a national banking association)N.A., as trustee Trustee (as defined below). The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its 6.750% Senior Notes due 2023 (the “Trustee2023 Notes”) and its 7.000% Senior Notes due 2025 (the “2025 Notes”). The 2023 Notes and the 2025 Notes will each be issued as a separate series of Notes as provided in this Indenture. The initial Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for a guarantee of the Notes and of certain of the Company’s obligations hereunder. All things necessary to make this Indenture a valid agreement of the Company and the initial Subsidiary Guarantors, in accordance with its terms, have been done. The Company, the Initial Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 6.750% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange and 7.000% Senior Notes and Additional Notes, each as defined herein, the “Notes”):due 2025:
Appears in 1 contract
Samples: Indenture (Qorvo, Inc.)
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.0360 SECTION 9.06. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section Reinstatement 60 SECTION 9.07. Moneys Held by Paying Agent 61 SECTION 9.08. Moneys Held by Trustee 61 SECTION 10.01. Guarantee 62 SECTION 10.02. Execution and Delivery of Guarantee 62 SECTION 10.03. Limitation of Guarantee 63 SECTION 10.04. Release of Guarantor 63 SECTION 10.05. Waiver of Subrogation 64 SECTION 12.01. No Adverse Interpretation of Other Agreements 87 Section Trust Indenture Act Controls 64 SECTION 12.02. Notices 87 Section 65 SECTION 12.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section 66 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 88 Section 66 SECTION 12.05. Statements Required in Certificate or and Opinion 89 Section 66 SECTION 12.06. Rules by Trustee and Agents 89 Section 67 SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section Business Days; Legal Holidays 67 SECTION 12.08. Governing Law 89 Section Law; Waiver of Jury Trial 67 SECTION 12.09. Consent to Jurisdiction 90 Section No Adverse Interpretation of Other Agreements 67 SECTION 12.10. Trust Indenture Act Controls 90 Section No Recourse Against Others 68 SECTION 12.11. Successors 90 Section 68 SECTION 12.12. Severability 90 Section Multiple Counterparts 68 SECTION 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etcetc. 92 Section 12.1769 SECTION 12.14. Separability 69 SECTION 12.15. U.S.A. Patriot Act 69 SECTION 12.16. Force Majeure 92 69 Exhibit A A. Form of Note A-1 Exhibit B. Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes B-1 Exhibit C. Form of Legend for Regulation S Note C-1 Exhibit D. Form of Legend for Global Note D-1 Exhibit E. Form of Certificate of Transfer To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors E-1 Exhibit B-2 F. Form of Certificate of Transfer for Institutional Accredited Investors To Be Delivered in Connection with Transfers Pursuant to Regulation S F-1 Exhibit C G. Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)G-1 INDENTURE, dated as of April 5March 13, 2013, among Continental ResourcesMERITAGE HOMES CORPORATION, Inc.a Maryland corporation, an Oklahoma corporation as issuer (the “CompanyIssuer”), the Initial Guarantors (as defined belowhereinafter defined) and Wilmington TrustXXXXX FARGO BANK, National Association (NATIONAL ASSOCIATION, a national banking association), association as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):Holders.
Appears in 1 contract
Samples: Indenture (Meritage Homes CORP)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.05. Statements Required in Certificate or Opinion 89 64 Section 12.06. Rules by Trustee and Agents 89 Reinstatement 64 Section 12.0713.01. No Personal Liability Guarantees 65 Section 14.01. Securities Subordinate to Senior Debt 68 Section 14.02. Payment Over of Directors, Officers, Employees and Stockholders 89 Section 12.08. Governing Law 89 Section 12.09. Consent to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, HeadingsProceeds Upon Dissolution, Etc. 92 69 Section 12.1714.03. Force Majeure 92 Exhibit A Form Prior Payment to Senior Debt Upon Acceleration of Note Exhibit B-1 Form Securities 70 Section 14.04. No Payment When Senior Debt in Default 70 Section 14.05. Payment Permitted in Certain Situations 71 Section 14.06. Subrogation to Rights of Holders of Senior Debt 71 Section 14.07. Provisions Solely to Define Relative Rights 72 Section 14.08. Trustee to Effectuate Subordination 72 Section 14.09. No Waiver of Subordination Provisions 72 Section 14.10. Notice to Trustee 73 Section 14.11. Reliance on Judicial Order or Certificate of Transfer Exhibit B-2 Form Liquidating Agent 73 Section 14.12. Trustee Not Fiduciary For Holders of Certificate Senior Debt 73 Section 14.13. Rights of Transfer for Institutional Accredited Investors Exhibit C Form Trustee as Holder of Certificate Senior Debt; Preservation of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)Trustees Rights 74 Section 14.14. Article Applicable to Paying Agents 74 Section 15.01. Security 74 INDENTURE, dated as of April 5, 2013[ ], among Continental ResourcesNAVISTAR INTERNATIONAL CORPORATION, Inc., an Oklahoma a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), having its principal office at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxx 00000, the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking associationhereinafter), each having its principal office at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxx 00000, and The Bank of New York Mellon Trust Company, N.A., as trustee Trustee (herein called the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Samples: Indenture (Navistar, Inc.)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Miscellane- ous Provisions. 78 MISCELLANEOUS 78 Section 11.0313.01. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 TIA Controls. 78 Section 12.0113.02. No Adverse Interpretation of Other Agreements 87 Notices. 78 Section 12.02. Notices 87 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 Notes. 80 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 Precedent. 80 Section 12.0513.05. Statements Required in Certificate or Opinion 89 Opinion. 80 Section 12.0613.06. Rules by Trustee and Agents 89 Agents. 80 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Stockholders. 81 Section 12.0813.08. Governing Law 89 Law; Waiver of Jury Trial. 81 Section 12.0913.09. Consent to Jurisdiction 90 [Intentionally Omitted]. 81 Section 12.1013.10. Trust Indenture Act Controls 90 No Adverse Interpretation of Other Agreements. 81 Section 12.1113.11. Successors 90 Successors. 81 Section 12.1213.12. Severability 90 Severability. 81 Section 12.1313.13. Counterpart Originals 90 Originals. 81 Section 12.1413.14. Acts of Holders 91 Holders. 82 Section 12.1513.15. Benefit of Indenture 92 Indenture. 82 Section 12.1613.16. Table of Contents, Headings, Etc. 92 83 Section 12.1713.17. Force Majeure 92 USA PATRIOT Act. 83 Exhibit A Form of Note FORM OF 2026 NOTE Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors B FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE dated as of April 5July 16, 2013, 2018 among Continental ResourcesQorvo, Inc., an Oklahoma a Delaware corporation (the “Company”), the Initial Subsidiary Guarantors (as defined below) listed on the signature pages hereto and Wilmington TrustMUFG Union Bank, National Association (a national banking association)N.A., as trustee Trustee (as defined below). The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its 5.50% Senior Notes due 2026 (the “TrusteeNotes”). The initial Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for a guarantee of the Notes and of certain of the Company’s obligations hereunder. All things necessary to make this Indenture a valid agreement of the Company and the initial Subsidiary Guarantors, in accordance with its terms, have been done. The Company, the Initial Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”)::
Appears in 1 contract
Samples: Indenture (Qorvo, Inc.)
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions Provisions. 86 Section 11.03SECTION 9.06. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS Reinstatement. 87 Section SECTION 9.07. Moneys Held by Paying Agent. 87 SECTION 9.08. Moneys Held by Trustee. 87 SECTION 10.01. Guarantee. 88 SECTION 10.02. Execution and Delivery of Guarantee. 89 SECTION 10.03. Limitation of Guarantee. 89 SECTION 10.04. Release of Guarantor. 90 SECTION 10.05. Waiver of Subrogation. 90 SECTION 12.01. No Adverse Interpretation of Other Agreements 87 Section Trust Indenture Act Controls. 91 SECTION 12.02. Notices 87 Section Notices. 91 SECTION 12.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section Holders. 93 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 88 Section Precedent. 93 SECTION 12.05. Statements Required in Certificate or Opinion 89 Section and Opinion. 93 SECTION 12.06. Rules by Trustee and Agents 89 Section Agents. 93 SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section Governing Law. 94 SECTION 12.08. Governing Law 89 Section No Adverse Interpretation of Other Agreements. 94 SECTION 12.09. Consent to Jurisdiction 90 Section No Recourse Against Others. 94 SECTION 12.10. Trust Indenture Act Controls 90 Section Successors. 94 SECTION 12.11. Successors 90 Section Multiple Counterparts. 95 SECTION 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etcetc. 92 Section 12.1795 SECTION 12.13. Force Majeure 92 Separability. 95 Exhibit A A. Form of Note A-1 Exhibit B. Form of Legend for Global Note B-1 Exhibit C. Form of Guarantee C-1 Exhibit D. Form of Legend for Rule 144A Notes and Other Notes That are Restricted Notes D-1 Exhibit E. Form of Legend for Regulation S Note E-1 Exhibit F. Form of Certificate of Transfer To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors F-1 Exhibit B-2 G Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)To Be Delivered in connection with Transfers Pursuant to Regulation S G-1 INDENTURE, dated as of April 5November 22, 20132004, among Continental ResourcesXXXXXXX XXXX HOMES, Inc.INC., an Oklahoma corporation a California corporation, as issuer (the “CompanyIssuer”), the Initial Guarantors (as defined belowhereinafter defined) and Wilmington Trust, National Association (a national banking association)U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):Holders.
Appears in 1 contract
Samples: Indenture (William Lyon Homes)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 125 Section 11.0312.03. Repayment to the Company 86 125 Section 12.04. Reinstatement 125 ARTICLE TWELVE THIRTEEN MISCELLANEOUS 87 126 Section 12.0113.01. No Adverse Interpretation of Other Agreements 87 126 Section 12.0213.02. Notices 87 126 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 127 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 127 Section 12.0513.05. Statements Required in Certificate or Opinion 89 127 Section 12.0613.06. Rules by Trustee and Agents 89 128 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 128 Section 12.0813.08. Governing Law 89 128 Section 12.09. Consent to Jurisdiction 90 Section 12.1013.09. Trust Indenture Act Controls 90 128 Section 12.1113.10. Successors 90 128 Section 12.1213.11. Severability 90 128 Section 12.1313.12. Counterpart Originals 90 128 Section 12.1413.13. Acts of Holders 91 129 Section 12.1513.14. Benefit of Indenture 92 130 Section 12.1613.15. Table of Contents, Headings, EtcEtc 130 Section 13.16. 92 Section 12.17. Force Majeure 92 Collateral Trustee 130 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5March 12, 20132015, among Continental Resourcesby and between Xxxxxxxx Petroleum Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), Xxxxxxxx Petroleum Company, L.L.C., as the Initial Guarantors (as defined below) initial Subsidiary Guarantor, and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”) and Collateral Trustee (the “Collateral Trustee”). The Company, the Initial Guarantors Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 8.00% Second Lien Senior Secured Notes due 2023 2018 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as further defined herein, the “Notes”):
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 90 Section 11.034.06. Repayment Reinstatement 90 Section 5.01. Events of Default 91 Section 5.02. Acceleration of Maturity; Rescission and Annulment 95 Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee 96 Section 5.04. Trustee May File Proofs of Claim 97 Section 5.05. Trustee May Enforce Claims Without Possession of Securities 98 Section 5.06. Application of Money Collected 98 Section 5.07. Limitation on Suits 99 Section 5.08. Unconditional Right of Holders to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Receive Principal and Interest 100 Section 12.015.09. No Adverse Interpretation Restoration of Other Agreements 87 Rights and Remedies 100 Section 12.025.10. Notices 87 Rights and Remedies Cumulative 100 Section 12.035.11. Communication Delay or Omission Not Waiver 100 Section 5.12. Control by Holders Majority 101 Section 5.13. Waiver of Notes with Other Holders Past Defaults 101 Section 5.14. Undertaking for Costs 101 Section 5.15. Waiver of Notes 88 Stay, Extension or Usury Laws 102 Section 12.046.01. Certificate Certain Duties and Opinion as to Conditions Precedent 88 Responsibilities 102 Section 12.056.02. Statements Required in Certificate Notice of Defaults 103 Section 6.03. Certain Rights of Trustee 103 Section 6.04. Trustee Not Responsible for Recitals, Dispositions of Securities or Opinion 89 Application of Proceeds Thereof 106 Section 12.066.05. Rules by Trustee and Agents 89 May Hold Securities; Collections; Etc 106 Section 12.076.06. Money Held in Trust 106 Section 6.07. Compensation and Indemnification of Trustee and Its Prior Claim 106 Section 6.08. Conflicting Interests 108 Section 6.09. Corporate Trustee Required; Eligibility 108 Section 6.10. Resignation and Removal; Appointment of Successor Trustee 108 Section 6.11. Acceptance of Appointment by Successor 110 Section 6.12. Merger, Conversion, Amalgamation, Consolidation or Succession to Business 111 Section 6.13. Preferential Collection of Claims Against Company 111 Section 6.14. Appointment of Co-Trustee 111 Section 6.15. Appointment of Authenticating Agent 112 Section 6.16. Intercreditor Agreement; No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08. Governing Law 89 Section 12.09. Consent Obligations With Respect to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5, 2013, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):Collateral or Other Security Documents 114
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 100 Section 11.0312.03. Repayment to the Company 86 100 ARTICLE TWELVE THIRTEEN MISCELLANEOUS 87 101 Section 12.0113.01. No Adverse Interpretation of Other Agreements 87 101 Section 12.0213.02. Notices 87 101 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 102 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 102 Section 12.0513.05. Statements Required in Certificate or Opinion 89 102 Section 12.0613.06. Rules by Trustee and Agents 89 103 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 103 Section 12.0813.08. Governing Law 89 103 Section 12.09. Consent to Jurisdiction 90 Section 12.1013.09. Trust Indenture Act Controls 90 103 Section 12.1113.10. Successors 90 103 Section 12.1213.11. Severability 90 103 Section 12.1313.12. Counterpart Originals 90 103 Section 12.1413.13. Acts of Holders 91 104 Section 12.1513.14. Benefit of Indenture 92 105 Section 12.1613.15. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 105 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D B Form of Notation of Guarantee Exhibit E C Form of Guarantor Supplemental Indenture THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 5September 12, 20132016, among Continental Resourcesby and between SM Energy Company, Inc., an Oklahoma a Delaware corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”) under the Indenture, dated as of May 21, 2015, among the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture in respect of the Notes, the “Indenture”). The Company, the Initial Guarantors Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 6.75% Senior Notes due 2023 2026 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as further defined herein, the “Notes”):
Appears in 1 contract
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 73 SECTION 9.06. Reinstatement 73 SECTION 9.07. Moneys Held by Paying Agent 74 SECTION 9.08. Moneys Held by Trustee 74 SECTION 10.01. Guarantee 74 SECTION 10.02. Execution and Delivery of Guarantee 75 SECTION 10.03. Limitation of Guarantee 75 SECTION 10.04. Release of Guarantor 76 SECTION 10.05. Waiver of Subrogation 76 SECTION 11.01. [Reserved] 77 SECTION 11.02. Notices 77 SECTION 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Section 12.04[Reserved] 79 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.0579 SECTION 11.05. Statements Required in Certificate or and Opinion 89 Section 12.0679 SECTION 11.06. Rules by Trustee and Agents 89 Section 12.0779 SECTION 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08Business Days 80 SECTION 11.08. Governing Law 89 Section 12.0980 SECTION 11.09. Consent to Jurisdiction 90 Section 12.10Waiver of Jury Trial 80 SECTION 11.10. Trust Indenture Act Controls 90 Section 12.11Force Majeure 80 SECTION 11.11. No Adverse Interpretation of Other Agreements 80 SECTION 11.12. No Recourse Against Others 80 SECTION 11.13. Successors 90 Section 12.1281 SECTION 11.14. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16Multiple Counterparts 81 SECTION 11.15. Table of Contents, Headings, Etcetc. 92 Section 12.1781 SECTION 11.16. Force Majeure 92 Separability 81 SECTION 11.17. USA Patriot Act 81 SECTION 12.01. Security Documents 81 SECTION 12.02. Collateral Agent 82 SECTION 12.03. Release of Collateral 83 SECTION 12.04. Filing, Recording and Opinions 83 SECTION 12.05. Possession and Use of Collateral 84 SECTION 12.06. Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents 84 SECTION 12.07. Purchase Protected 84 SECTION 12.08. Reinstatement; Powers Exercisable by Receiver or Trustee 85 Exhibit A Form of Global Note A-1 Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D B Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)B-1 INDENTURE, dated as of April 5September 25, 20132024, among Continental ResourcesQVC, Inc.INC., an Oklahoma corporation a Delaware corporation, as issuer (the “CompanyIssuer”), the Initial Guarantors (as defined belowhereinafter defined) party hereto from time to time and Wilmington TrustU.S. BANK TRUST COMPANY, National Association (a national banking association)NATIONAL ASSOCIATION, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Samples: Indenture (QVC Inc)
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 79 SECTION 9.06. Reinstatement 79 SECTION 9.07. Moneys Held by Paying Agent 80 SECTION 9.08. Moneys Held by Trustee 80 SECTION 10.01. Guarantee 80 SECTION 10.02. Execution and Delivery of Guarantee 81 SECTION 10.03. Limitation of Guarantee 82 SECTION 10.04. Release of Guarantor 82 SECTION 10.05. Waiver of Subrogation 82 SECTION 11.01. Trust Indenture Act Controls 83 SECTION 11.02. Notices 83 SECTION 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section 12.0484 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.0584 SECTION 11.05. Statements Required in Certificate or and Opinion 89 Section 12.0685 SECTION 11.06. Rules by Trustee and Agents 89 Section 12.0785 SECTION 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08Legal Holidays 85 SECTION 11.08. Governing Law 89 Section 12.0986 SECTION 11.09. Consent to Jurisdiction 90 Section 12.10No Adverse Interpretation of Other Agreements 86 SECTION 11.10. Trust Indenture Act Controls 90 Section 12.11No Recourse Against Others 86 SECTION 11.11. Successors 90 Section 12.1286 SECTION 11.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16Multiple Counterparts 86 SECTION 11.13. Table of Contents, Headings, Etcetc. 92 Section 12.1787 SECTION 11.14. Force Majeure 92 Separability 87 Exhibit A A. Form of Note A-1 Exhibit B. Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes B-1 Exhibit C. Form of Legend for Regulation S Note C-1 Exhibit D. Form of Legend for Global Note D-1 Exhibit E. Form of Certificate of Transfer To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors E-1 Exhibit B-2 F. Form of Certificate of Transfer for Institutional Accredited Investors To Be Delivered in Connection with Transfers Pursuant to Regulation S F-1 Exhibit C G. Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)G-1 INDENTURE, dated as of April 5July 9, 20132010, among Continental ResourcesPHIBRO ANIMAL HEALTH CORPORATION, Inc.a New York corporation, an Oklahoma corporation as issuer (the “CompanyIssuer”), the Initial Guarantors (as defined belowhereinafter defined) and Wilmington TrustHSBC BANK USA, National Association (a national banking association)NATIONAL ASSOCIATION, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):Holders. ARTICLE ONE
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 136 Section 11.0315.03. Repayment to the Company 86 136 Section 15.04. Reinstatement 137 ARTICLE TWELVE SIXTEEN MISCELLANEOUS 87 137 Section 12.0116.01. No Adverse Interpretation of Other Agreements 87 137 Section 12.0216.02. Notices 87 137 Section 12.0316.03. Communication by Holders of Notes with Other Holders of Notes 88 138 Section 12.0416.04. Certificate and Opinion as to Conditions Precedent 88 138 Section 12.0516.05. Statements Required in Certificate or Opinion 89 138 Section 12.0616.06. Rules by Trustee and Agents 89 139 Section 12.0716.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 139 Section 12.0816.08. Governing Law 89 139 Section 12.09. Consent to Jurisdiction 90 Section 12.1016.09. Trust Indenture Act Controls 90 140 Section 12.1116.10. Successors 90 140 Section 12.1216.11. Severability 90 140 Section 12.1316.12. Counterpart Originals 90 140 Section 12.1416.13. Acts of Holders 91 140 Section 12.1516.14. Benefit of Indenture 92 142 Section 12.1616.15. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 Etc 142 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for from Acquiring Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture Schedule 7.27 Affiliate Transactions INDENTURE (this “Indenture”), dated as of April 5May [ ], 20132019, among Continental Resourcesby and between Xxxxxxxx Petroleum Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), Xxxxxxxx Petroleum Company, L.L.C., as the Initial Guarantors (as defined below) initial Subsidiary Guarantor, and Wilmington Trust, National Association (a national banking association)Association, as trustee (the “Trustee”). The Company, the Initial Guarantors ) and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 Collateral Agent (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “NotesCollateral Agent”):).
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 115 Section 11.03. Repayment to the Company 86 116 ARTICLE TWELVE MISCELLANEOUS 87 116 Section 12.01. No Adverse Interpretation of Other Agreements 87 116 Section 12.02. Notices 87 116 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 117 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 118 Section 12.05. Statements Required in Certificate or Opinion 89 118 Section 12.06. Rules by Trustee and Agents 89 118 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 119 Section 12.08. Governing Law 89 119 Section 12.09. Consent to Jurisdiction 90 119 Section 12.10. Trust Indenture Act Controls 90 119 Section 12.11. Successors 90 119 Section 12.12. Severability 90 120 Section 12.13. Counterpart Originals 90 120 Section 12.14. Acts of Holders 91 120 Section 12.15. Benefit of Indenture 92 121 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 Etc 122 Exhibit A A-1 Form of Note Exhibit A-2 Form of Regulation S Temporary Global Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5, 20132010, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors Guarantor (as defined below) and Wilmington Trust, National Association Trust FSB (a national banking associationfederal savings bank), as trustee (the “Trustee”). The Company, the Initial Guarantors Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/27 3/8% Senior Notes due 2023 2020 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.05. Statements Required in Certificate or Opinion 89 47 Section 12.06. Rules by Trustee Reinstatement 47 Section 13.01. Guarantee 48 Section 13.02. Limitation on Liability 50 Section 13.03. Execution and Agents 89 Delivery of Guarantees 50 Section 12.0713.04. [Guarantors May Consolidate, Etc., on Certain Terms 50 Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture. Section 13.05. [Release of Guarantors 50 Section 13.06. Successors and Assigns 51 Section 13.07. No Personal Liability Waiver, etc. 51 Section 13.08. Modification, etc. 51 Section 13.09. Subordination of DirectorsGuarantee 51 Section 14.01. Securities Subordinate to Senior Indebtedness and Senior to Subordinated Indebtedness 52 Section 14.02. Payment Over of Proceeds Upon Dissolution, Officers, Employees and Stockholders 89 etc. 52 Section 12.0814.03. Governing Law 89 No Payment When Designated Senior Indebtedness is in Default 52 Section 12.0914.04. Consent Subrogation to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts Rights of Holders 91 of Senior Indebtedness 52 Section 12.1514.05. Benefit Provisions Solely to Define Relative Rights 53 Section 14.06. Trustee to Effectuate Subordination 53 Section 14.07. No Waiver of Indenture 92 Subordination Provisions 53 Section 12.1614.08. Table Notice to Trustee 53 Section 14.09. Reliance on Judicial Order or Certificate of Contents, Headings, EtcLiquidating Agent 54 Section 14.10. 92 Trustee Not Fiduciary for Holders of Senior Indebtedness 54 Section 12.1714.11. Force Majeure 92 Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights 54 Section 14.12. Article Applicable to Paying Agents 54 Section 14.13. Trustee’s Notice regarding Senior Indebtedness 55 Schedule A The Guarantors Appendix Provisions Relating to Securities Exhibit A Form of Note Security Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D B Form of Notation on Security Relating to Guarantee Note: This table of Guarantee Exhibit E Form contents shall not, for any purpose, be deemed to be a part of Guarantor Supplemental Indenture INDENTURE (this “the Indenture”). SENIOR SUBORDINATED INDENTURE, dated as of April 5[ ], 201320[ ], among Continental ResourcesUNITED RENTALS (NORTH AMERICA), Inc.INC., an Oklahoma a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Five Greenwich Office Park, Greenwich, Connecticut 06830, UNITED RENTALS, INC., a corporation duly organized and existing under the Initial Guarantors laws of the State of Delaware (as defined belowherein called “Holdings”), the Subsidiaries of the Company named in Schedule A (herein called the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and Wilmington TrustTHE BANK OF NEW YORK MELLON, National Association (a national New York banking association)corporation, having its principal corporate trust office at 000 Xxxxxxx Xxxxxx, New York, New York 10286, as trustee (herein called the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 89 Section 11.03. Repayment to the Company 86 90 ARTICLE TWELVE MISCELLANEOUS 87 90 Section 12.01. No Adverse Interpretation of Other Agreements 87 90 Section 12.02. Notices 87 90 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 91 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 92 Section 12.05. Statements Required in Certificate or Opinion 89 92 Section 12.06. Rules by Trustee and Agents 89 92 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 93 Section 12.08. Governing Law 89 93 Section 12.09. Consent to Jurisdiction 90 93 Section 12.10. Trust Indenture Act Controls 90 93 Section 12.11. Successors 90 93 Section 12.12. Severability 90 94 Section 12.13. Counterpart Originals 90 94 Section 12.14. Acts of Holders 91 94 Section 12.15. Benefit of Indenture 92 95 Section 12.16. Table of Contents, Headings, Etc. 92 96 Section 12.17. Force Majeure 92 96 Section 12.18. U.S.A. Patriot Act 96 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5May 19, 20132014, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Notes (as defined below), which are being issued in two series, one series consisting of the 3.800% Senior Notes due 2023 2024 (the “Initial 2024 Notes” and, together with any Exchange ”) and one series consisting of the 4.900% Senior Notes and Additional Notes, each as defined herein, due 2044 (the “2044 Notes”):), as in this Indenture provided:
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 116 Section 11.03. Repayment to the Company 86 116 ARTICLE TWELVE MISCELLANEOUS 87 117 Section 12.01. No Adverse Interpretation of Other Agreements 87 117 Section 12.02. Notices 87 117 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 118 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 118 Section 12.05. Statements Required in Certificate or Opinion 89 119 Section 12.06. Rules by Trustee and Agents 89 119 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 119 Section 12.08. Governing Law 89 119 Section 12.09. Consent to Jurisdiction 90 120 Section 12.10. Trust Indenture Act Controls 90 120 Section 12.11. Successors 90 120 Section 12.12. Severability 90 120 Section 12.13. Counterpart Originals 90 120 Section 12.14. Acts of Holders 91 121 Section 12.15. Benefit of Indenture 92 122 Section 12.16. Table of Contents, Headings, Etc. 92 122 Section 12.17. Force Majeure 92 122 Exhibit A A-1 Form of Note Exhibit A-2 Form of Regulation S Temporary Global Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5March 8, 20132012, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors Guarantor (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/25% Senior Notes due 2023 2022 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):
Appears in 1 contract
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 73 Section 11.03. Repayment to the Company 86 73 ARTICLE TWELVE MISCELLANEOUS 87 74 Section 12.01. No Adverse Interpretation of Other Agreements 87 74 Section 12.02. Notices 87 74 Section 12.03. Communication by Holders of the Notes with Other Holders of the Notes 88 75 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 75 Section 12.05. Statements Required in Certificate or Opinion 89 75 Section 12.06. Rules by Trustee and Agents 89 76 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 76 Section 12.08. Governing Law 89 76 Section 12.09. Waiver of Jury Trial 76 Section 12.10. Consent to Jurisdiction 90 76 Section 12.1012.11. Trust Indenture Act Controls 90 Section 12.11. Successors 90 77 Section 12.12. Severability 90 Successors 77 Section 12.13. Severability 77 Section 12.14. Counterpart Originals 90 77 Section 12.1412.15. Acts of Holders 91 77 Section 12.1512.16. Benefit of Indenture 92 79 Section 12.1612.17. Table of Contents, Headings, Etc. 92 79 Section 12.1712.18. Force Majeure 92 79 Section 12.19. U.S.A. Patriot Act 79 EXHIBITS Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5September 16, 20132016, among Continental ResourcesRange Resources Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors (as defined belowGuarantors”) and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/25.00% Senior Notes due 2023 2022 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Samples: Indenture (Range Resources Corp)
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions Provisions. 86 Section 11.03SECTION 9.06. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS Reinstatement. 87 Section SECTION 9.07. Moneys Held by Paying Agent. 87 SECTION 9.08. Moneys Held by Trustee. 87 SECTION 10.01. Guarantee. 88 SECTION 10.02. Execution and Delivery of Guarantee. 89 SECTION 10.03. Limitation of Guarantee. 89 SECTION 10.04. Release of Guarantor. 90 SECTION 10.05. Waiver of Subrogation. 90 SECTION 12.01. No Adverse Interpretation of Other Agreements 87 Section Trust Indenture Act Controls. 91 SECTION 12.02. Notices 87 Section Notices. 91 SECTION 12.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section Holders. 93 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 88 Section Precedent. 93 SECTION 12.05. Statements Required in Certificate or Opinion 89 Section and Opinion. 93 SECTION 12.06. Rules by Trustee and Agents 89 Section Agents. 94 SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section Governing Law. 94 SECTION 12.08. Governing Law 89 Section No Adverse Interpretation of Other Agreements. 94 SECTION 12.09. Consent to Jurisdiction 90 Section No Recourse Against Others. 94 SECTION 12.10. Trust Indenture Act Controls 90 Section Successors. 95 SECTION 12.11. Successors 90 Section Multiple Counterparts. 95 SECTION 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etcetc. 92 Section 12.1795 SECTION 12.13. Force Majeure 92 Separability. 95 EXHIBITS Exhibit A A. Form of Note A-1 Exhibit B. Form of Legend for Global Note B-1 Exhibit C. Form of Guarantee C-1 Exhibit D. Form of Legend for Rule 144A Notes and Other Notes That are Restricted Notes D-1 Exhibit E. Form of Legend for Regulation S Note E-1 Exhibit F. Form of Certificate of Transfer To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors F-1 Exhibit B-2 G Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)To Be Delivered in connection with Transfers Pursuant to Regulation S G-1 INDENTURE, dated as of April 5February 6, 20132004, among Continental ResourcesXXXXXXX XXXX HOMES, Inc.INC., an Oklahoma corporation a California corporation, as issuer (the “CompanyIssuer”), the Initial Guarantors (as defined belowhereinafter defined) and Wilmington Trust, National Association (a national banking association)U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):Holders.
Appears in 1 contract
Samples: Indenture (William Lyon Homes)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 115 Section 11.03. Repayment to the Company 86 116 ARTICLE TWELVE MISCELLANEOUS 87 116 Section 12.01. No Adverse Interpretation of Other Agreements 87 116 Section 12.02. Notices 87 116 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 117 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 118 Section 12.05. Statements Required in Certificate or Opinion 89 118 Section 12.06. Rules by Trustee and Agents 89 118 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 119 Section 12.08. Governing Law 89 119 Section 12.09. Consent to Jurisdiction 90 119 Section 12.10. Trust Indenture Act Controls 90 119 Section 12.11. Successors 90 119 Section 12.12. Severability 90 120 Section 12.13. Counterpart Originals 90 120 Section 12.14. Acts of Holders 91 120 Section 12.15. Benefit of Indenture 92 121 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 Etc 122 Exhibit A A-1 Form of Note Exhibit A-2 Form of Regulation S Temporary Global Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5, 20132010, among Continental Resources, Inc., an Oklahoma corporation (the “Company“ Company ”), the Initial Guarantors Guarantor (as defined below) and Wilmington Trust, National Association Trust FSB (a national banking associationfederal savings bank), as trustee (the “Trustee“ Trustee ”). The Company, the Initial Guarantors Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/27 3/8% Senior Notes due 2023 2020 (the ““ Initial NotesNotes ” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes“ Notes ”):
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 70 Section 11.0313.06. Repayment Reinstatement 71 ARTICLE XIV GUARANTEES 71 Section 14.01. Guarantees 71 ARTICLE XV SUBORDINATION OF SECURITIES 75 Section 15.01. Securities Subordinate to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Senior Debt 75 Section 12.0115.02. Payment Over of Proceeds Upon Dissolution, Etc 75 Section 15.03. Prior Payment to Senior Debt Upon Acceleration of Securities 76 Section 15.04. No Adverse Interpretation Payment When Senior Debt in Default 76 Section 15.05. Payment Permitted in Certain Situations 77 Section 15.06. Subrogation to Rights of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication by Holders of Notes with Other Senior Debt 78 Section 15.07. Provisions Solely to Define Relative Rights 78 Section 15.08. Trustee to Effectuate Subordination 78 Section 15.09. No Waiver of Subordination Provisions 79 Section 15.10. Notice to Trustee 79 Section 15.11. Reliance on Judicial Order or Certificate of Liquidating Agent 79 Section 15.12. Trustee Not Fiduciary For Holders of Notes 88 Senior Debt 80 Section 12.0415.13. Certificate and Opinion Rights of Trustee as Holder of Senior Debt; Preservation of Trustees Rights 80 Section 15.14. Article Applicable to Conditions Precedent 88 Section 12.05. Statements Required in Certificate or Opinion 89 Section 12.06. Rules by Trustee and Paying Agents 89 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08. Governing Law 89 Section 12.09. Consent to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)80 INDENTURE, dated as of April 5[ ], 2013[ ], among Continental ResourcesU.S. CONCRETE, Inc.INC., an Oklahoma a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 000 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000, the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking associationhereinafter), each having its principal office at 000 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000, and [ ], as trustee Trustee (herein called the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 65 Section 11.03. Repayment to the Company 86 Issuer 66 ARTICLE TWELVE MISCELLANEOUS 87 66 Section 12.01. No Adverse Interpretation of Other Agreements 87 66 Section 12.02. Notices 87 66 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Trust Indenture Act Not Applicable 67 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 67 Section 12.05. Statements Required in Certificate or Opinion 89 68 Section 12.06. Rules by Trustee and Agents 89 68 Section 12.07. No Personal Liability of Directors, Officers, Employees Partners and Stockholders 89 Members 68 Section 12.08. Governing Law 89 Law; Jury Trial 68 Section 12.09. Consent to Jurisdiction 90 69 Section 12.10. Trust Indenture Act Controls 90 Successors 69 Section 12.11. Successors 90 Severability 69 Section 12.12. Severability 90 Counterpart Originals 69 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 70 Section 12.1512.14. Benefit of Indenture 92 70 Section 12.1612.15. Table of Contents, Headings, EtcEtc 71 Section 12.16. 92 Force Majeure 71 Section 12.17. Force Majeure 92 U.S.A. Patriot Act 71 EXHIBITS Exhibit A Form of Note Exhibit B-1 B Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5June 8, 20132022, among Continental ResourcesKinetik Holdings LP, a Delaware limited partnership (the “Issuer”), Kinetik Holdings Inc., an Oklahoma a Delaware corporation (the “CompanyParent”), the Initial Guarantors (as defined below) and Wilmington TrustU.S. Bank Trust Company, National Association (a national banking association)Association, as trustee (the “Trustee”). The CompanyIssuer, the Initial Guarantors Parent and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Issuer’s 5.875% Senior Notes due 2023 2030 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Samples: Indenture (Kinetik Holdings Inc.)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 71 Section 11.03. Repayment to the Company 86 71 ARTICLE TWELVE MISCELLANEOUS 87 72 Section 12.01. No Adverse Interpretation of Other Agreements 87 72 Section 12.02. Notices 87 72 Section 12.03. Communication by Holders of the Notes with Other Holders of the Notes 88 73 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 73 Section 12.05. Statements Required in Certificate or Opinion 89 74 Section 12.06. Rules by Trustee and Agents 89 74 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 74 Section 12.08. Governing Law 89 74 Section 12.09. Waiver of Jury Trial 74 Section 12.10. Consent to Jurisdiction 90 75 Section 12.1012.11. Trust Indenture Act Controls 90 Section 12.11. Successors 90 75 Section 12.12. Severability 90 Successors 75 Section 12.13. Severability 75 Section 12.14. Counterpart Originals 90 75 Section 12.1412.15. Acts of Holders 91 76 Section 12.1512.16. Benefit of Indenture 92 77 Section 12.1612.17. Table of Contents, Headings, Etc. 92 77 Section 12.1712.18. Force Majeure 92 77 Section 12.19. U.S.A. Patriot Act 77 EXHIBITS Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5May 14, 20132015, among Continental ResourcesRange Resources Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors (as defined belowGuarantors”) and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/24.875% Senior Notes due 2023 2025 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Samples: Indenture (Range Resources Corp)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 76 Section 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 76 Section 12.01. No Adverse Interpretation of Other Agreements 87 Agreement to Subordinate 76 Section 12.02. Notices 87 Liquidation; Dissolution; Bankruptcy 77 Section 12.03. Default on Designated Senior Debt 77 Section 12.04. Acceleration of Securities 78 Section 12.05. When Distribution Must Be Paid Over 78 Section 12.06. Notice by the Company 79 Section 12.07. Subrogation 79 Section 12.08. Relative Rights 79 Section 12.09. Subordination May Not Be Impaired by the Company 79 Section 12.10. Distribution or Notice to Representative 80 Section 12.11. Rights of Trustee and Paying Agent 80 Section 12.12. Authorization to Effect Subordination 80 Section 12.13. Trustee Not Fiduciary for Holders of Senior Indebtedness 80 Section 13.01. Trust Indenture Act Controls 81 Section 13.02. Notices 81 Section 13.03. Communication by Holders of Notes with Other Holders of Notes 88 82 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 82 Section 12.0513.05. Statements Required in Certificate or Opinion 89 83 Section 12.0613.06. Rules by Trustee and Agents 89 83 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 83 Section 12.0813.08. Governing Law 89 83 Section 12.0913.09. Consent to Jurisdiction 90 83 Section 12.1013.10. Trust Indenture Act Controls 90 Form of Documents Delivered to Trustee 84 Section 12.1113.11. Successors 90 84 Section 12.1213.12. Severability 90 Severability. 84 Section 12.1313.13. Counterpart Originals 90 84 Section 12.1413.14. Acts of Holders 91 85 Section 12.1513.15. Benefit of Indenture 92 86 Section 12.1613.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 86 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture FORM OF NOTE INDENTURE (this “Indenture”), dated as of April 5January 10, 2013, among Continental Resources, 2005 between Moog Inc., an Oklahoma a New York corporation (the “"Company”)") and JPMorgan Chase Bank, N.A., as trustee. The Company has duly authorized the Initial Guarantors execution and delivery of this Indenture to provide for the issuance from time to time of its 6.250% Senior Subordinated Notes due 2015 to be issued as provided in this Indenture. The Company and the Trustee (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company's 6.250% Senior Subordinated Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):2015 issued pursuant to this Indenture: ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
Appears in 1 contract
Samples: Indenture (Moog Inc)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 101 Section 11.0312.03. Repayment to the Company 86 101 ARTICLE TWELVE THIRTEEN MISCELLANEOUS 87 102 Section 12.0113.01. No Adverse Interpretation of Other Agreements 87 102 Section 12.0213.02. Notices 87 102 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 103 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 103 Section 12.0513.05. Statements Required in Certificate or Opinion 89 103 Section 12.0613.06. Rules by Trustee and Agents 89 104 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 104 Section 12.0813.08. Governing Law 89 104 Section 12.09. Consent to Jurisdiction 90 Section 12.1013.09. Trust Indenture Act Controls 90 104 Section 12.1113.10. Successors 90 104 Section 12.1213.11. Severability 90 104 Section 12.1313.12. Counterpart Originals 90 104 Section 12.1413.13. Acts of Holders 91 105 Section 12.1513.14. Benefit of Indenture 92 106 Section 12.1613.15. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 106 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D B Form of Notation of Guarantee Exhibit E C Form of Guarantor Supplemental Indenture FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 5August 20, 20132018, among Continental Resourcesby and between SM Energy Company, Inc., an Oklahoma a Delaware corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”) under the Indenture, dated as of May 21, 2015, among the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture in respect of the Notes, the “Indenture”). The Company, the Initial Guarantors Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 6.625% Senior Notes due 2023 2027 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as further defined herein, the “Notes”):
Appears in 1 contract
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.03108 SECTION 12.3. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01108
SECTION 13.1. No Adverse Interpretation of Other Agreements 87 Section 12.02109 SECTION 13.2. Notices 87 Section 12.03109 SECTION 13.3. Communication by Holders of Notes with Other Holders of Notes 88 Section 12.04110 SECTION 13.4. Certificate and Opinion as to Conditions Precedent 88 Section 12.05110 SECTION 13.5. Statements Required in Certificate or Opinion 89 Section 12.06111 SECTION 13.6. Rules by Trustee and Agents 89 Section 12.07111 SECTION 13.7. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08111 SECTION 13.8. Accounting Change 111 SECTION 13.9. Governing Law 89 Section 12.09112 TABLE OF CONTENTS (continued) Page SECTION 13.10. Waiver of Jury Trial 112 SECTION 13.11. Consent to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11112 SECTION 13.12. Successors 90 Section 12.12112 SECTION 13.13. Severability 90 Section 12.13113 SECTION 13.14. Counterpart Originals 90 Section 12.14113 SECTION 13.15. Acts of Holders 91 Section 12.15113 SECTION 13.16. Benefit of Indenture 92 Section 12.16114 SECTION 13.17. Table of Contents, Headings, Etc. 92 Section 12.17114 SECTION 13.18. Force Majeure 92 115 SECTION 13.19. U.S.A. Patriot Act 115 SECTION 13.20. Foreign Account Tax Compliance Act (FATCA) 115 SECTION 13.21. Calculations 115 EXHIBITS Exhibit A Form of Note Exhibit B-1 B Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5December 15, 20132015, among Continental ResourcesCalifornia Resources Corporation, Inc., an Oklahoma a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors (as defined belowGuarantors”) and Wilmington TrustThe Bank of New York Mellon Trust Company, National Association (N.A., a national banking association)association organized under the laws of the United States, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined hereinbelow), the “Notes”):as in this Indenture provided:
Appears in 1 contract
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Provisions. 115 Section 11.03. Repayment to the Company 86 Company. 116 ARTICLE TWELVE MISCELLANEOUS 87 116 Section 12.01. No Adverse Interpretation of Other Agreements 87 Agreements. 116 Section 12.02. Notices 87 Notices. 116 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Notes. 117 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Precedent. 118 Section 12.05. Statements Required in Certificate or Opinion 89 Opinion. 118 Section 12.06. Rules by Trustee and Agents 89 Agents. 118 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Stockholders. 119 Section 12.08. Governing Law 89 Law. 119 Section 12.09. Consent to Jurisdiction 90 Jurisdiction. 119 Section 12.10. Trust Indenture Act Controls 90 Controls. 119 Section 12.11. Successors 90 Successors. 119 Section 12.12. Severability 90 Severability. 120 Section 12.13. Counterpart Originals 90 Originals. 120 Section 12.14. Acts of Holders 91 Holders. 120 Section 12.15. Benefit of Indenture 92 Indenture. 121 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 122 Exhibit A A-1 Form of Note Exhibit A-2 Form of Regulation S Temporary Global Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5September 16, 20132010, among Continental Resources, Inc., an Oklahoma corporation (the “Company“ Company ”), the Initial Guarantors Guarantor (as defined below) and Wilmington Trust, National Association Trust FSB (a national banking associationfederal savings bank), as trustee (the “Trustee“ Trustee ”). The Company, the Initial Guarantors Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/27 1 / 8 % Senior Notes due 2023 2021 (the ““ Initial NotesNotes ” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes“ Notes ”):
Appears in 1 contract
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 11.0370 SECTION 9.06. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section Reinstatement 71 SECTION 9.07. Moneys Held by Paying Agent 71 SECTION 9.08. Moneys Held by Trustee 71 SECTION 10.01. Guarantee 72 SECTION 10.02. Execution and Delivery of Guarantee 72 SECTION 10.03. Limitation of Guarantee 73 SECTION 10.04. Release of Guarantor 73 SECTION 10.05. Waiver of Subrogation 74 SECTION 12.01. No Adverse Interpretation of Other Agreements 87 Section Trust Indenture Act Controls 74 SECTION 12.02. Notices 87 Section 74 SECTION 12.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section 75 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 88 Section 75 SECTION 12.05. Statements Required in Certificate or and Opinion 89 Section 76 SECTION 12.06. Rules by Trustee and Agents 89 Section 76 SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section Business Days; Legal Holidays 76 SECTION 12.08. Governing Law 89 Section 76 SECTION 12.09. Consent to Jurisdiction 90 Section No Adverse Interpretation of Other Agreements 76 SECTION 12.10. Trust Indenture Act Controls 90 Section No Recourse Against Others 76 SECTION 12.11. Successors 90 Section 77 SECTION 12.12. Severability 90 Section Multiple Counterparts 77 SECTION 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etcetc. 92 Section 12.1777 SECTION 12.14. Force Majeure 92 Separability 77 Exhibit A Form of Note A-1 Exhibit B-1 B Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer Legend for Institutional Accredited Investors Rule 144A Notes and Other Notes That Are Restricted Notes B-1 Exhibit C Form of Certificate of Exchange Legend for Regulation S Note C-1 Exhibit D Form of Notation of Guarantee Legend for Global Note D-1 Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors E-1 Exhibit F Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S F-1 INDENTURE, dated as of April 5August 3, 20132017, among Continental ResourcesM/I HOMES, Inc.INC., an Oklahoma a corporation organized under the laws of Ohio, as issuer (the “CompanyIssuer”), the Initial Guarantors (as defined belowhereinafter defined) and Wilmington Trust, National Association (a national banking association)U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”). The Company, the Initial Guarantors Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/25.625% Senior Notes due 2023 2025 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):): Each party agrees as follows for the equal and ratable benefit of the Holders.
Appears in 1 contract
Samples: Indenture (M I Homes Inc)
Deposited Money and U. S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 86 65 Section 11.03. Repayment to the Company 86 Issuer 66 ARTICLE TWELVE MISCELLANEOUS 87 66 Section 12.01. No Adverse Interpretation of Other Agreements 87 66 Section 12.02. Notices 87 66 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Trust Indenture Act Not Applicable 67 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 67 Section 12.05. Statements Required in Certificate or Opinion 89 68 Section 12.06. Rules by Trustee and Agents 89 68 Section 12.07. No Personal Liability of Directors, Officers, Employees Partners and Stockholders 89 Members 68 Section 12.08. Governing Law 89 Law; Jury Trial 68 Section 12.09. Consent to Jurisdiction 90 68 Section 12.10. Trust Indenture Act Controls 90 Successors 69 Section 12.11. Successors 90 Severability 69 Section 12.12. Severability 90 Counterpart Originals 69 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 70 Section 12.1512.14. Benefit of Indenture 92 70 Section 12.1612.15. Table of Contents, Headings, Etc. 92 71 Section 12.16. Force Majeure 71 Section 12.17. Force Majeure 92 U.S.A. Patriot Act 71 EXHIBITS Exhibit A Form of Note Exhibit B-1 B Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5December 6, 20132023, among Continental ResourcesKinetik Holdings LP, a Delaware limited partnership (the “Issuer”), Kinetik Holdings Inc., an Oklahoma a Delaware corporation (the “CompanyParent”), the Initial Guarantors (as defined below) and Wilmington TrustU.S. Bank Trust Company, National Association (a national banking association)Association, as trustee (the “Trustee”). The CompanyIssuer, the Initial Guarantors Parent and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Issuer’s 6.625% Sustainability-Linked Senior Notes due 2023 2028 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):), as in this Indenture provided:
Appears in 1 contract
Samples: Indenture (Kinetik Holdings Inc.)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 Provisions. 115 Section 11.03. Repayment to the Company 86 Company. 116 ARTICLE TWELVE MISCELLANEOUS 87 116 Section 12.01. No Adverse Interpretation of Other Agreements 87 Agreements. 116 Section 12.02. Notices 87 Notices. 116 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 88 Notes. 117 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Precedent. 118 Section 12.05. Statements Required in Certificate or Opinion 89 Opinion. 118 Section 12.06. Rules by Trustee and Agents 89 Agents. 118 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Stockholders. 119 Section 12.08. Governing Law 89 Law. 119 Section 12.09. Consent to Jurisdiction 90 Jurisdiction. 119 Section 12.10. Trust Indenture Act Controls 90 Controls. 119 Section 12.11. Successors 90 Successors. 119 Section 12.12. Severability 90 Severability. 120 Section 12.13. Counterpart Originals 90 Originals. 120 Section 12.14. Acts of Holders 91 Holders. 120 Section 12.15. Benefit of Indenture 92 Indenture. 121 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 122 Exhibit A A-1 Form of Note Exhibit A-2 Form of Regulation S Temporary Global Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”), dated as of April 5September 16, 20132010, among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Initial Guarantors Guarantor (as defined below) and Wilmington Trust, National Association Trust FSB (a national banking associationfederal savings bank), as trustee (the “Trustee”). The Company, the Initial Guarantors Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/27 1/8% Senior Notes due 2023 2021 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):
Appears in 1 contract
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Provisions. 32 Section 11.034.06. Repayment Reinstatement. 32 Section 5.01. Events of Default. 33 Section 5.02. Acceleration of Maturity Rescission and Annulment. 34 Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. 34 Section 5.04. Trustee May File Proofs of Claims. 35 Section 5.05. Trustee May Enforce Claims Without Possession of Notes. 35 Section 5.06. Application of Money Collected. 36 Section 5.07. Limitation on Suits. 36 Section 5.08. Unconditional Right of Holders To Receive Principal, Premium and Interest. 37 Section 5.09. Restoration of Rights and Remedies. 37 Section 5.10. Rights and Remedies Cumulative. 37 Section 5.11. Delay or Omission Not Waiver. 37 Section 5.12. Control by Majority. 37 Section 5.13. Waiver of Past Defaults. 37 Section 5.14. Undertaking for Costs. 38 Section 5.15. Waiver of Stay, Extension or Usury Laws. 38 Section 6.01. Certain Duties and Responsibilities. 38 Section 6.02. Notice of Defaults. 39 Section 6.03. Certain Rights of Trustee. 39 Section 6.04. Trustee Not Responsible for Recitals, Dispositions of Notes or Application of Proceeds Thereof. 40 Section 6.05. Trustee and Agents May Hold Notes; Collections; Etc. 40 Section 6.06. Money Held in Trust. 41 Section 6.07. Compensation and Indemnification of Trustee and Its Prior Claim. 41 Section 6.08. Conflicting Interests. 41 Section 6.09. Corporate Trustee Required; Eligibility. 42 Section 6.10. Resignation and Removal; Appointment of Successor Trustee. 42 Section 6.11. Acceptance of Appointment by Successor. 43 Section 6.12. Merger, Conversion, Amalgamation, Consolidation or Succession to Business. 43 Section 7.01. Preservation of Information; Company To Furnish Trustee Names and Addresses of Holders. 44 Section 7.02. Communications of Holders. 44 Section 7.03. Reports by Trustee. 44 Section 7.04. Reports by Company. 44 Section 8.01. Company May Consolidate, etc., Only on Certain Terms. 45 Section 8.02. Successor Substituted. 45 Section 8.03. Consent and Approval of Merger or Consolidation. 46 Section 9.01. Supplemental Indentures, Agreements and Waivers Without Consent of Holders. 46 Section 9.02. Supplemental Indentures, Agreements and Waivers with Consent of Holders. 46 Section 9.03. Execution of Supplemental Indentures, Agreements and Waivers. 47 Section 9.04. Effect of Supplemental Indentures. 47 Section 9.05. Conformity with Trust Indenture Act. 48 Section 9.06. Reference in Notes to Supplemental Indentures. 48 Section 9.07. Record Date. 48 Section 9.08. Revocation and Effect of Consents. 48 Section 10.01. Payment of Principal, Premium and Interest. 48 Section 10.02. Maintenance of Office or Agency. 48 Section 10.03. [Reserved]. 49 Section 10.04. Corporate Existence. 49 Section 10.05. Payment of Taxes and Other Claims. 49 Section 10.06. Maintenance of Properties. 49 Section 10.07. Insurance. 49 Section 10.08. Books and Records. 50 Section 10.09. Additional Amounts. 50 Section 10.10. Change of Control. 52 Section 10.11. Limitation on Indebtedness. 54 Section 10.12. Statement by Officers as to Default. 56 Section 10.13. Limitation on Restricted Payments. 56 Section 10.14. Limitation on Affiliate Transactions. 58 Section 10.15. Limitation on Sales of Assets and Subsidiary Stock 59 Section 10.16. Limitation on Liens. 61 Section 10.17. Limitation on Lines of Business. 61 Section 10.18. Limitation of Guarantees by Restricted Subsidiaries. 61 Section 10.19. Limitation on the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Sales or Issuance of Capital Stock of Restricted Subsidiaries. 61 Section 10.20. Limitation on Restrictions on Distributions from Restricted Subsidiaries. 62 Section 10.21. Compliance Certificates and Opinions. 63 Section 11.01. Satisfaction and Discharge of Indenture. 64 Section 11.02. Application of Trust Money. 64 Section 12.01. No Adverse Interpretation of Other Agreements 87 Notices to the Trustee. 65 Section 12.02. Notices 87 Selection of Notes To Be Redeemed. 65 Section 12.03. Communication by Holders Notice of Notes with Other Holders of Notes 88 Redemption. 65 Section 12.04. Certificate and Opinion as to Conditions Precedent 88 Effect of Notice of Redemption. 66 Section 12.05. Statements Required in Certificate or Opinion 89 Deposit of Redemption Price. 66 Section 12.06. Rules by Trustee and Agents 89 Notes Redeemed or Purchased in Part. 66 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08Optional Redemption. Governing Law 89 Section 12.09. Consent to Jurisdiction 90 Section 12.10. Trust Indenture Act Controls 90 Section 12.11. Successors 90 Section 12.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 66 Exhibit A – Form of Note Exhibit B-1 B – Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer Legend for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)Book-Entry Securities INDENTURE, dated as of April 5, 20132003, among Continental Resourcesbetween Alestra, Inc.S. de X.X. de C.V., an Oklahoma corporation a sociedad de responsabilidad limitada de capital variable organized under the laws of the United Mexican States (the “Company”), the Initial Guarantors (as defined below) issuer, and Wilmington TrustThe Bank of New York, National Association (a national New York banking association)corporation, as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Samples: Indenture (Alestra)
Deposited Money and U. S. Government Securities to Obligations To Be Held in Trust; Other Miscellaneous Provisions 86 Section 73 SECTION 9.06. Reinstatement 73 SECTION 9.07. Moneys Held by Paying Agent 73 SECTION 9.08. Moneys Held by Trustee 73 SECTION 10.01. Guarantee 74 SECTION 10.02. Execution and Delivery of Guarantee 75 SECTION 10.03. Limitation of Guarantee 75 SECTION 10.04. Release of Guarantor 75 SECTION 10.05. Waiver of Subrogation 76 SECTION 11.01. Trust Indenture Act Controls 76 SECTION 11.02. Notices 77 SECTION 11.03. Repayment to the Company 86 ARTICLE TWELVE MISCELLANEOUS 87 Section 12.01. No Adverse Interpretation of Other Agreements 87 Section 12.02. Notices 87 Section 12.03. Communication Communications by Holders of Notes with Other Holders of Notes 88 Section 12.0478 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 88 Section 12.0578 SECTION 11.05. Statements Required in Certificate or and Opinion 89 Section 12.0678 SECTION 11.06. Rules by Trustee and Agents 89 Section 12.0778 SECTION 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 Section 12.08Business Days; Legal Holidays 79 SECTION 11.08. Governing Law 89 Section 12.0979 SECTION 11.09. Consent to Jurisdiction 90 Section 12.10No Adverse Interpretation of Other Agreements 79 SECTION 11.10. Trust Indenture Act Controls 90 Section 12.11No Recourse Against Others 79 SECTION 11.11. Successors 90 Section 12.1279 SECTION 11.12. Severability 90 Section 12.13. Counterpart Originals 90 Section 12.14. Acts of Holders 91 Section 12.15. Benefit of Indenture 92 Section 12.16Multiple Counterparts 80 SECTION 11.13. Table of Contents, Headings, Etc. 92 Section 12.1780 SECTION 11.14. Force Majeure 92 Separability 80 SECTION 11.15. Acts of Holders. Record Dates 80 SECTION 11.16. Failure or Indulgence Not Waiver 81 Exhibit A A. Form of Note A-1 Exhibit B. Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes B-1 Exhibit C. Form of Legend for Regulation S Note C-1 Exhibit D. Form of Legend for Global Note D-1 Exhibit E. Form of Certificate of Transfer To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors E-1 Exhibit B-2 F. Form of Certificate of Transfer for Institutional Accredited Investors To Be Delivered in Connection with Transfers to Pursuant to Regulation S D-1 Exhibit C G. Form of Certificate of Exchange Exhibit D Form of Notation of Guarantee Exhibit E Form of Guarantor Supplemental Indenture INDENTURE (this “Indenture”)G-1 INDENTURE, dated as of April 5August 20, 20132008, among Continental ResourcesGSI GROUP CORPORATION, Inc.a Michigan corporation, an Oklahoma corporation as issuer (the “CompanyIssuer”), GSI Group Inc., a company continued and existing under the Initial Guarantors laws of the Province of New Brunswick, Canada and the owner of all outstanding shares of voting capital stock of the Issuer (the “Parent”), Eagle Acquisition Corporation, a Delaware corporation (“EAC”), as a Guarantor (as defined below) hereinafter defined), and Wilmington TrustThe Bank of New York Mellon Trust Company, National Association (a national banking association)N.A., as trustee (the “Trustee”). The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2% Senior Notes due 2023 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):.
Appears in 1 contract
Samples: Indenture (Gsi Group Inc)
Deposited Money and U. S. Government Securities Obligations to Be Held in Trust; Other Miscellaneous Provisions 86 100 Section 11.0312.03. Repayment to the Company 86 100 ARTICLE TWELVE THIRTEEN MISCELLANEOUS 87 101 Section 12.0113.01. No Adverse Interpretation of Other Agreements 87 101 Section 12.0213.02. Notices 87 101 Section 12.0313.03. Communication by Holders of Notes with Other Holders of Notes 88 102 Section 12.0413.04. Certificate and Opinion as to Conditions Precedent 88 102 Section 12.0513.05. Statements Required in Certificate or Opinion 89 102 Section 12.0613.06. Rules by Trustee and Agents 89 103 Section 12.0713.07. No Personal Liability of Directors, Officers, Employees and Stockholders 89 103 Section 12.0813.08. Governing Law 89 103 Section 12.09. Consent to Jurisdiction 90 Section 12.1013.09. Trust Indenture Act Controls 90 103 Section 12.1113.10. Successors 90 103 Section 12.1213.11. Severability 90 103 Section 12.1313.12. Counterpart Originals 90 103 Section 12.1413.13. Acts of Holders 91 104 Section 12.1513.14. Benefit of Indenture 92 105 Section 12.1613.15. Table of Contents, Headings, Etc. 92 Section 12.17. Force Majeure 92 105 Exhibit A Form of Note Exhibit B-1 Form of Certificate of Transfer Exhibit B-2 Form of Certificate of Transfer for Institutional Accredited Investors Exhibit C Form of Certificate of Exchange Exhibit D B Form of Notation of Guarantee Exhibit E C Form of Guarantor Supplemental Indenture FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 5May 21, 20132015, among Continental Resourcesby and between SM Energy Company, Inc., an Oklahoma a Delaware corporation (the “Company”), the Initial Guarantors (as defined below) and Wilmington Trust, U.S. Bank National Association (a national banking association)Association, as trustee (the “Trustee”) under the Indenture, dated as of May 21, 2015, among the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture in respect of the Notes, the “Indenture”). The Company, the Initial Guarantors Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 41/2Company’s 5.625% Senior Notes due 2023 2025 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as further defined herein, the “Notes”):
Appears in 1 contract