Exchange Notes Indenture Sample Clauses
The Exchange Notes Indenture is a legal agreement that governs the terms and conditions of exchange notes issued by a company, typically as part of a debt restructuring or refinancing process. It outlines the rights and obligations of both the issuer and the noteholders, including payment schedules, interest rates, covenants, and procedures for exchanging old notes for new ones. By clearly defining these terms, the Exchange Notes Indenture ensures that all parties understand their responsibilities and helps facilitate a smooth and transparent exchange process, thereby reducing the risk of disputes and protecting the interests of both the issuer and investors.
Exchange Notes Indenture. If the Exchange Notes are issued prior to the Debt Assumption, the terms, conditions, and covenants of the Exchange Notes Indenture will be based on the indenture for the 2029 Senior Notes. If the Exchange Notes are issued after the Debt Assumption, the terms, conditions, and covenants of the Exchange Notes Indenture will be reasonable and customary for senior secured high yield debt securities, in light of then-prevailing market conditions for comparable issuers. The Borrower and Arrangers agree to negotiate in good faith and finalize the Exchange Notes Indenture, and, if the Exchange Notes will be secured, appropriate collateral and intercreditor documents (including the Pari Passu Intercreditor Agreement), no later than 10 days prior to the Conversion Date. In no event will the Exchange Notes Indenture contain any covenant that would cause the Borrower to be in default under the Exchange Notes Indenture, the Senior Notes (if the Exchange Notes Indenture is entered into prior to the Debt Assumption) as in effect on the date hereof, the Existing Credit Agreement (if the Exchange Notes Indenture is entered into prior to the Debt Assumption) as in effect on the date hereof, or this Agreement, in each case immediately upon issuance of the Exchange Notes.
Exchange Notes Indenture. (a) Not later than 10 days following receipt by the Borrower of the first Exchange Request pursuant to Section 11.02, the Exchange Notes Indenture shall be fully executed and delivered and the Exchange Notes will be fully executed and deposited into escrow.
(b) In connection with the execution of the Exchange Notes Indenture, the Exchange Notes Issuer shall furnish:
(i) an opinion from counsels to the Exchange Notes Issuer in form and substance satisfactory to the Exchange Note Administrative Agent (acting reasonably), stating that, upon issuance of Exchange Notes in consideration for an equal principal amount of the Term Loan, the Exchange Notes Indenture constitutes a legal, valid and binding obligation of the Exchange Notes Issuer and Guarantors, enforceable against each of the Exchange Notes Issuer and Guarantors in accordance with its terms, and
(ii) opinions from legal counsels in form and substance satisfactory to the Exchange Note Administrative Agent (acting reasonably), stating that the Exchange Notes Issuer and Guarantors have due authorization to enter into such Exchange Notes Indenture.
(c) The Exchange Notes Issuer shall select a bank or trust company reasonably acceptable to the Arrangers to act as Exchange Note Administrative Agent (the “Exchange Note Administrative Agent”). The Exchange Note Administrative Agent shall at all times be a bank or trust company organized and doing business under the laws of the United States or of any State or the District of Columbia and having a combined capital and surplus of not less than $50,000,000 which is authorized under the laws of its jurisdiction of incorporation to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority and which has an office or agency in New York, New York.
(d) The Borrower shall, and shall cause the Exchange Notes Issuer to, if requested by one or more of the Arrangers following an Exchange Request delivered pursuant to Section 11.03, (i) promptly prepare an offering memorandum with respect to the Exchange Notes in a form customary for offerings under Rule 144A (including all financial statements and other information that would be required in a registration statement on Form 20-F for an offering registered under the Securities Act for a foreign private issuer, which, for the avoidance of doubt, need not include financial statements or information required by Rule 3-05, 3-09, 3-10 or 3-16 of Regulation S-X...
Exchange Notes Indenture. Exchangeco....................................................................................................1, 19 Excluded Taxes.................................................................................................
Exchange Notes Indenture. (a) Borrower and the Arranger hereby agree to negotiate in good faith the form of an Exchange Notes Indenture with respect to the Exchange Notes, which Exchange Notes Indenture shall be governed by New York law. Borrower and Arranger agree to finalize the Exchange Notes Indenture no later than 90 days from the date hereof.
(b) Borrower shall select a bank or trust company reasonably acceptable to the Arranger to act as trustee under the Exchange Notes (the “Exchange Notes Trustee”). The Exchange Notes Trustee shall at all times be a bank or trust company organized and doing business under the laws of the United States or of any State or the District of Columbia and having a combined capital and surplus of not less than $500,000,000 which is authorized under the laws of its jurisdiction of incorporation to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority and which has an office or agency in New York, New York.
(c) The Exchange Notes Indenture shall be fully executed and delivered and the Exchange Notes will be fully executed and deposited into escrow not later than 10 days prior to the Conversion Date or such other date as the Arranger may agree.
Exchange Notes Indenture. 22 Exchangeco........................................................... 1