Exchange Indenture. Immediately prior to the effectiveness of the Note Exchange pursuant to Section 1(b) and effective as of the closing date of the Note Exchange, the Company shall execute and deliver a new indenture (the “Exchange Indenture”) with the Trustee governing the Exchange Notes, with terms substantially identical to those of the Indenture, as in effect immediately prior to the Amendments, with the following modifications.
Exchange Indenture. On or prior to thirty (30) days from the date hereof, the Company shall exchange (the “Exchange”) this Note (including any right to accrued interest therein), against delivery thereof, for a beneficial interest in a new 5½% Senior Note due 2016 of the Company (an “Indenture Note”) of equal principal amount (and accruing interest from the same date) issued and authenticated pursuant to the Indenture attached as Exhibit 2 to the Note Purchase Agreement (the “Indenture”, which shall be executed in substantially such form, subject only to completion of missing information and subject to any changes as shall be reasonably requested by the Trustee thereunder). The Indenture Note will be issued in the form of a Global Security as provided for in the Indenture. By acceptance of this Note, the holder hereof agrees to deliver this Note, together with any required information needed to effect the issuance of the Indenture Note, to the Company to effect the Exchange, upon not less than two business days notice. Prior to completion of the Exchange, the Company and the holder of this Note agree that they will be bound by the following provisions of the Indenture with respect to this Note as though this Note were a Note issued under the Indenture: Article IV (Covenants), Article V (Successor Corporation), Article VI (Defaults and Remedies), Sections 9.01 ([Amendments] Without Consent of Holders), 9.02 ([Amendments] With Consent of Holders), 9.06 (Trustee to Sign Amendments, Etc.), 13.07 (Legal Holidays), 13.08 (Governing Law), 13.09 (No Adverse Interpretation of Other Agreements), 13.10 (No Recourse Against Others), 13.11 (Successors), 13.12 (Duplicative Originals), 13.13 (Severability) and 13.14 (Independence of Covenants), and any definitions in Article I that are relevant to any of the foregoing (together, the “Applicable Provisions”). Such Applicable Provisions shall be deemed incorporated by reference in this Note with the same effect as if they were included herein. For purposes of the foregoing, all references in the Applicable Provisions to (i) the “Trustee” shall be deemed instead to refer to the holder of this Note, (ii) the “Issue Date” shall be deemed instead to refer to the date of this Note, and (iii) a “Guarantor” shall be deemed to refer to the subsidiaries of the Company named as Guarantors in the Indenture, notwithstanding the fact that they have not yet executed a guarantee of the Indenture Notes.
Exchange Indenture. The Exchange Notes shall be issued pursuant to an indenture (the "EXCHANGE INDENTURE") to be entered into between the Company and a trustee acceptable to it substantially in the form of Annex A hereto.(a)
Exchange Indenture. (i) Upon the consummation of the Exchange if requested by the Required Lenders no less than 20 days prior to the Exchange Date, (ii) within 30 days of the request by the Required Lenders after the Exchange or (iii) as required under the TIA, (y) execute and deliver to the holders of the Notes an executed counterpart of the Exchange Indenture setting forth the terms and conditions that will govern the Exchange Securities in lieu of this Agreement and make all filings required in connection therewith, such terms and conditions of the Exchange Indenture to incorporate the provisions of Exhibit L hereto and to be in form and substance customary for indentures pursuant to which senior debt securities are issued in the United States high yield debt market and reasonably satisfactory to the Administrative Agent and the Required Lenders, and (z) appoint under the Exchange Indenture a trustee (the "Trustee") eligible to act as trustee under Section 310(a)(1)
Exchange Indenture. The Exchange Notes shall be issued pursuant to an indenture (the "Exchange Indenture") to be entered into between the Company and a trustee acceptable to it substantially in the form of Annex A hereto. a ________________________ a The Exchange Indenture will be prepared prior to closing. The Exchange Notes and the Exchange Indenture shall (i) be subordinated to all obligations (including trade payables) and Indebtedness of the Company on terms imposed by senior lenders to the Company and its Subsidiaries (including with respect to payment blockages), (ii) not be guaranteed by any of the Company's Subsidiaries or otherwise, (iii) contain the covenants and provisions set forth in Section 7 (with respect to the Exchange Notes), and the related definitions of Section 13 hereof, except that the limitations in Sections 7(a), (b) and (c) will not restrict the ability of the Company or any of its Subsidiaries to issue Preferred Stock, (iv) contain events of default that are equivalent to the Voting Rights Triggering Events listed in clauses (i) through (v) of Section 4(b) of this Resolution and customary remedies provisions for subordinated high yield debt instruments (and no shareholder or governance voting rights in any event), (v) provide for quarterly payments of interest in cash and/or in-kind or by accrual at the rates and on the same basis and dates as set forth in Section 2, (vi) mature as provided in Section 5(b)(i) and be subject to redemption as provided in Sections 5(a) and 5(b)(ii) (with appropriate provisions to ensure the prior payment of senior debt) and (vii) contain such other immaterial terms as are appropriate to a high yield debt indenture. Subject to the foregoing, the Exchange Notes and the Exchange Indenture shall be mutually acceptable to the parties.
Exchange Indenture. The Exchange Notes shall be issued pursuant to an indenture (the "Exchange Indenture") to be entered into between the Company and a trustee acceptable to it substantially in the form of Annex A hereto.a ___________________________ a The Exchange Indebenture will be prepared prior to closing. The Exchange Notes and the Exchange Indebenture shall (i) be subordinated to all obligations (including trade payables) and Indebtedness of the Company on terms imposed by senior lenders to the Company and its subsidiaries (including with respect to payment blockages), (ii) not be guaranteed by any of the Company's Subsidiaries or otherwise, (iii) contain the Footnote continued on next page. -30-
