Form and Dating Terms. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, rules or agreements with national securities exchanges to which the Issuer or any Subsidiary Guarantor is subject, if any, or general usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer but which notation, legend or endorsement does not affect the rights, duties or obligations of the Trustee). Each Note shall be dated the date of its authentication. The Initial Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(b) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.11 or a Change of Control Offer as provided in Section 4.15, and otherwise as not prohibited by this Indenture. The Notes shall not be redeemable other than as provided in Article 3. Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have substantially identical terms, including as to status, waivers, amendments, offers to repurchase and redemption as the Initial Notes, but may have different issue prices, issue dates and CUSIP numbers; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.10. Any Additional Notes shall be issued under an indenture supplemental to this Indenture. In authenticating and delivering the Initial Notes, Additional Notes and any other Notes issued pursuant to this Indenture, the Trustee shall receive and shall be fully protected in conclusively relying upon, in addition to the Opinion of Counsel (which shall not be req...
Form and Dating Terms. Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Rule 144A/Regulation S/IAI Appendix attached hereto (the “Appendix”), which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix, which is hereby incorporated in, and expressly made a part of, this Indenture. The Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuers are subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The terms of the Notes set forth in the Appendix and Exhibit A are part of the terms of this Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.
Form and Dating Terms. (a) Each Note and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A attached hereto and may have such additional notations, legends or endorsements as are required by law, stock exchange rule or usage. Each Note shall be dated as of the date of its authentication. Each Global Note shall (except to the extent that any PIK Amounts are added to the Principal Amount thereof in accordance with Section 4.1(b)) be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Each PIK Note and each increase to the Principal Amount of any Global Note in respect of any PIK Amounts shall be in denominations of $1.00 or any integral multiples of $1.00 in excess thereof.
(b) The Initial Notes shall be issued in the form of one (1) or more Global Notes substantially in the form attached as Exhibit A and shall be (i) duly executed by the Issuer, (ii) authenticated by the Trustee as hereinafter provided and (iii) deposited on behalf of the Holders with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary. Each Global Note shall evidence a principal amount (a “Principal Amount”) that represents a portion of the aggregate principal amount of all of the Notes (the “Aggregate Principal Amount”), which Principal Amount and Aggregate Principal Amount may from time to time be decreased or increased to reflect prepayments, exchanges, PIK Amounts, redemptions and transfers of interests, in each case, made in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any such increase or decrease shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof in accordance with Section 2.6.
(c) On any Interest Payment Date on which the Issuer makes a Cash/PIK Election, the Trustee, at the direction of the Required Holders, shall, as provided in Section 4.1, either: (i) have the applicable PIK Amount added to the Outstanding Principal Amount of any Global Note in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, to the credit of the Holders of such Global Note on such record date, and the Trustee shall make an adjustment on its books and re...
Form and Dating Terms. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto, the terms of which are incorporated in and made a part of this Indenture. The Notes shall mature, and all amounts due and payable hereunder shall be paid, on the Initial Maturity Date, unless the Issuer shall have delivered to the Trustee a Maturity Date Extension Notice pursuant to Section 4.01 below, in which event the Notes shall mature, and all amounts due and payable hereunder shall be paid, on the Extended Maturity Date. The Notes may have notations, legends or endorsements required by usage or law, stock exchange rule or agreements to which the Issuer is subject. Each Note shall be dated the date of its authentication. Subject to the issuance of additional Definitive Notes (the “PIK Notes”) or the increase in the principal amount of a Global Note in order to evidence payment-in-kind interest (“PIK Interest”) (which PIK Notes or increased principal amount of a Global Note shall be in denominations of $1.00 or any integral multiple of $1.00 in excess thereof), the Notes shall be issued in denominations of $1.00 and integral multiples of $1.00 in excess thereof. On any interest payment date on which the Issuer pays PIK Interest (a “PIK Payment”) with respect to a Global Note, the Trustee, or the Custodian at the written direction of the Trustee, shall increase the principal amount of such Global Note by an amount equal to the PIK Interest payable, rounded down to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note, to the credit of the Holders on the relevant record date and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note to reflect such increase. With respect to any interest payment date on which the Issuer makes a PIK Payment with respect to a Definitive Note, the Issuer shall deliver to the Trustee to be received no later than five (5) Business Days prior to such interest payment date executed PIK Notes sufficient to make such PIK Payment rounded down to the nearest whole dollar, for the relevant interest period on the principal amount of such Definitive Note together with an Authentication Order. For purposes of this Indenture, all references to “principal amount” of the Notes shall include any increase in the principal amount of the Notes as a result of a PIK Payment or delivery of PIK Notes. Each Global Note shall represent...
Form and Dating Terms. Pursuant to Sections 2.01 and 2.02 of the Base Indenture, there is hereby established a series of Securities, the terms of which shall be as follows:
Form and Dating Terms. 23 Section 2.02 Execution and Authentication.................................................................24 Section 2.03 Registrar, Paying Agent and Calculation Agent................................................24 Section 2.04 Paying Agent to Hold Money in Trust..........................................................25 Section 2.05 Holder Lists.................................................................................25 Section 2.06 Transfer and Exchange........................................................................25 Section 2.07 Replacement Notes............................................................................36 Section 2.08 Outstanding Notes............................................................................36 Section 2.09
Form and Dating Terms. 29 Section 2.02 Execution and Authentication............................. 30 Section 2.03 Registrar, Paying Agent and Calculation Agent..........
Form and Dating Terms. (a) Provisions relating to the Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Agreement. The Notes shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Agreement. The Notes may have notations, legends or endorsements required by law, rules or agreements with national securities exchanges to which the Company or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its execution. The Notes shall be in denominations of $2,000 and integral multiples of $1 in excess thereof.
(b) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Agreement, and the Company and the Guarantors, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Agreement, the provisions of this Agreement shall govern and be controlling.
(c) In connection with the payment of PIK Interest in respect of the Notes, the outstanding principal amount of the Notes shall be increased through the capitalization of such interest thereon (each a “PIK Payment”). Unless the context requires otherwise, references to “principal amount” of the Notes includes any increases in the principal amount of the outstanding Notes as a result of PIK Payments.
Form and Dating Terms. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange or usage or with the rules of the Depositary or this Indenture, all as may be determined by the officers executing such Notes as evidenced by their execution of the Notes. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Form and Dating Terms. 29 Section 2.02 Execution and Authentication. 30 Section 2.03 Registrar and Paying Agent. 31
