Indenture. The Issuer issued the Notes under an Indenture dated as of October 30, 2006 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenture, and Holders are referred to the Indenture for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 2 contracts
Samples: Indenture (Invitel Holdings a/S), Indenture (Invitel Holdings a/S)
Indenture. The Issuer issued the Notes under an Indenture dated as of October September 30, 2006 2013 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”), among CPG Merger Sub LLC, the guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 8.000% Senior Notes due 2021 referred to in the Indenture. The Original Notes include (i) $315,000,000 principal amount of the Issuer’s 8.000% Senior Notes due 2021 issued under the Indenture (the “Initial Notes”) and (ii) if and when issued, additional 8.000% Senior Notes due 2021 of the Issuer that may be issued from time to time in accordance with the Indenture subsequent to September 30, 2013 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under for all purposes of the Indenture and will be equally any security documents. The Indenture imposes certain limitations on the incurrence of indebtedness and ratably secured by issuance of disqualified stock, the Lien making of restricted payments, the Security Document incurrence of certain liens, dividend and other payment restrictions affecting restricted subsidiaries, the sale of assets and subsidiary stock, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 2 contracts
Samples: Indenture (CPG Newco LLC), Indenture (CPG Newco LLC)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30March 1, 2006 2003 (the “Original Indenture”"INDENTURE"), among between the IssuerTrustee, The Bank of New York Mellon the Issuers, EOTT Energy Partners, L.P., a Delaware limited partnership (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”"EPLP"), as further amended by EOTT Energy General Partner, L.L.C., a supplemental indenture dated March 9Delaware limited liability company ("EOTT GP LLC"), 2007 EOTT Energy Operating Limited Partnership, a Delaware limited partnership (the “Second Supplemental Indenture”) and "OLP"), EOTT Energy Pipeline Limited Partnership, a supplemental indenture dated April 27Delaware limited partnership ("PLP"), 2007 EOTT Energy Canada Limited Partnership, a Delaware limited partnership (the “Third Supplemental Indenture”"CLP"), EOTT Energy Liquids, L.P. ("ELP" and, together with the First Supplemental Indenture EPLP, EOTT GP LLC, OLP, PLP and the Second Supplemental IndentureCLP, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”"SUBSIDIARY GUARANTORS"). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77 aaa-77bbbb). The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and such Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior joint and several obligations of the Issuer and are issued Issuers initially in an initial aggregate principal amount at maturity of €125,000,000$104.0 million. This Note is one The Issuers are permitted to issue up to an additional $10.25 million in aggregate principal amount of PIK Notes under the Indenture to pay interest due on the first two Interest Payment Dates. Any such PIK Notes that are actually issued will be treated as issued and outstanding Notes (and as the same class as the Notes initially issued hereunder) for all purposes of the Original Notes referred to in Indenture, unless the Indenturecontext clearly indicates otherwise. The Original To secure the due and punctual payment of the principal and interest on the Notes and any Additional Notes are treated as a single class all other accounts payable by the Issuers under the Indenture and will the Notes when and as the same shall be equally due and ratably secured payable, whether at maturity, by the Lien of the Security Document with respect acceleration or otherwise, according to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and the Notes pursuant to the terms of the Indenture shall governIndenture.
Appears in 2 contracts
Samples: Indenture (Eott Energy Finance Corp), Indenture (Eott Energy Finance Corp)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30May 16, 2006 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Issuer and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 8 5/8% Senior Notes due 2019 referred to in the Indenture. The Original Notes include (i) $465,000,000 principal amount of the Issuer’s 8 5/8% Senior Notes due 2019 issued under the Indenture on May 16, 2011 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to May 16, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 8 5/8% Senior Notes due 2019 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 2 contracts
Samples: Indenture (Epicor International Holdings, Inc.), Indenture (Epicor Software Corp)
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30November 20, 2006 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) Guarantors and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Citibank, 2006 (the “First Supplemental Indenture”)N.A., as further amended by a supplemental indenture dated March 9trustee, 2007 (security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the “Second Supplemental Indenture”) Issuer and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. Terms defined in The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenture, and Holders are referred to the Indenture for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and At any Additional Notes are treated as time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a single class under redemption price equal to the Indenture and will be equally and ratably secured by the Lien greater of (1) 100% of the Security Document with respect principal amount of such Notes to be redeemed and (2) the Collateral. To sum of the extent present value at such redemption date of any conflict between (i) the terms redemption price of the Notes and on November 20, 2023 (such redemption price being set forth in the Indenturetable in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the applicable terms redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Indenture shall governTreasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Banker.
Appears in 2 contracts
Samples: Indenture (Auna S.A.), Indenture (Auna S.A.A.)
Indenture. The Issuer issued the 2022 Second Lien Notes under an Indenture Indenture, dated as of October 30April 25, 2006 2011 (the “Original Base Indenture”), among between the IssuerIssuer and the Trustee, The Bank of New York Mellon (as supplemented by the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), dated as further amended by a supplemental indenture dated March 9of February 6, 2007 (2012, between the “Second Supplemental Indenture”) Issuer and a supplemental indenture dated April 27the Trustee, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, dated as of February 28, 2012, between the “Issuer and the Trustee, the Third Supplemental Indentures”)Indenture, dated as further amended pursuant to an amended of May 31, 2012, between the Issuer and restated indenture the Trustee, and the Fourth Supplemental Indenture, dated October 15as of August 14, 2009 2012 (the “Amended and Restated Indenture”, and together with the Original Base Indenture and the Supplemental Indenturesas so supplemented, the “Indenture”), between the Issuer and the Trustee. This 2022 Second Lien Note is one of a duly authorized issue of notes of the Issuer designated as its 11.750% Senior Secured Second Lien Notes due 2022. The Issuer shall be entitled to issue Additional 2022 Second Lien Notes pursuant to Sections 2.01, 4.09 and 4.12 of the Indenture. The 2021 Second Lien Notes (including any Exchange Notes issued in exchange therefor) and the 2022 Second Lien Notes (including any Exchange Notes issued in exchange therefor) (collectively referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. In addition, the Notes will be treated along with certain other securities designated as Junior Lien Debt of the Issuer as a single class for amendments and waivers and for taking certain other actions. The terms of the 2022 Second Lien Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The 2022 Second Lien Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateralterms. To the extent any provision of any conflict between this 2022 Second Lien Note conflicts with the terms express provisions of the Notes and the Indenture, the applicable terms provisions of the Indenture shall governgovern and be controlling.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Energy Future Intermediate Holding CO LLC)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30, 2006 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 5.50% Senior Secured Notes due 2024 referred to in the Indenture. The Notes include (i) $350,000,000 principal amount of the Issuer’s 5.50% Senior Secured Notes due 2024 issued under the Indenture on September 15, 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to September 15, 2016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (BMC Stock Holdings, Inc.)
Indenture. The Issuer Issuers issued the Notes Securities under an Indenture dated as of October 30November 10, 2006 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerIssuers, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Subsidiary Guarantor and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes Securities are subject to all terms and provisions of the indentureIndenture, and Holders Securityholders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes Securities are senior obligations of the Issuer and are issued in an initial Issuers. The aggregate principal amount at maturity of €125,000,000Securities that may be authenticated and delivered under the Indenture is unlimited. This Note Security is one of the Original Notes 8.75% Senior Notes, Series A, due 2017 referred to in the Indenture. The Original Notes Securities include (i) $250,000,000 aggregate principal amount of the Issuers’ 8.75% Senior Notes, Series A, due 2017 issued under the Indenture on November 10, 2009 (herein called “Initial Securities”), (ii) if and any when issued, additional 8.75% Senior Notes, Series A, due 2017 or 8.75% Senior Notes, Series B, due 2017 of the Issuers that may be issued from time to time under the Indenture subsequent to November 10, 2009 (herein called “Additional Notes Securities”) as provided in Section 2.1 (a) of the Indenture and (iii) if and when issued, the Issuers’ 8.75% Senior Notes, Series B, due 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and will be equally subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and ratably secured by the Lien consummation of the Security Document mergers and consolidations. The Indenture also imposes requirements with respect to the Collateralprovision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the extent due and punctual payment of any conflict between the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Issuers under the Indenture, the Securities and the Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the applicable Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture shall governIndenture.
Appears in 1 contract
Samples: Indenture (Colt Finance Corp.)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 301, 2006 (the “Original Indenture”)2020, among the IssuerIssuers, The Bank of New York Mellon the Guarantors party thereto, the Trustee and the Collateral Agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior secured obligations of the Issuers and each Guarantor. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 4.000% Senior Secured Notes due 2027 referred to in the Indenture. The Notes include (i) $1,000,000,000 principal amount of the Issuers’ 4.000% Senior Secured Notes due 2027 issued under the Indenture on October 1, 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to October 1, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries of the Company.
Appears in 1 contract
Samples: Indenture (Pactiv Evergreen Inc.)
Indenture. The Issuer Company’s predecessor issued the Notes under an Indenture dated as of October 30April 27, 2006 2012 (as it may be supplemented, amended or modified from time to time (including by the Amended & Restated Supplemental Indenture referred to below) in accordance with the terms thereof, the “Original Indenture”), ) among the IssuerCompany, The Bank of New York Mellon (the “Company’s Predecessor, the Initial Guarantors and the Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended supplemented by a supplemental indenture the Supplemental Indenture thereto dated March 9as of April 27, 2007 2012 and the Second Supplemental Indenture thereto dated as of December 31, 2013 (the “Second Supplemental Indenture”) ), such Supplemental Indenture, as supplemented by the Second Supplemental Indenture, having been amended and a supplemental indenture dated April 27restated as of June 24, 2007 2014 (as so amended and restated, the “Third Supplemental Indenture”), together with to which reference is hereby made for a statement of the First Supplemental Indenture respective rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantors and Holders and of the terms upon which the Notes are, and are to be, authenticated and delivered. Pursuant to the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant Company succeeded to an amended the Company’s predecessor under the Indenture and restated indenture dated October 15, 2009 (assumed the “Amended and Restated Indenture”, and together with covenants of the Original Company’s predecessor in the Indenture and the Supplemental Indentures, the “Indenture”)Notes. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and such Act for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateralterms. To the extent any provision of any conflict between this Note conflicts with the terms express provisions of the Notes and the Indenture, the applicable terms provisions of the Indenture shall governgovern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited amount of Additional Notes may be issued thereunder, subject to compliance with the covenants therein. _____________________________ * Not to be included for Exchange Notes.
Appears in 1 contract
Indenture. The Issuer Company issued the 2025 Notes as a series of Securities under an the Indenture dated as of October 30May 31, 2006 2023 (the “Original Base Indenture”)) between the Company and the Trustee, among as supplemented by the IssuerFirst Supplemental Indenture dated as of May 31, The Bank of New York Mellon 2023 (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Base Indenture and any one or more additional supplemental indentures thereto applicable to the Second Supplemental Indenture2025 Notes, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, herein called the “Indenture”) among the Company, Ovintiv Canada ULC, a British Columbia corporation (the “Subsidiary Guarantor”), and the Trustee. The terms of the 2025 Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The 2025 Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such those terms. In the event of any inconsistency between the terms of this 2025 Note and provisionsthe terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,0002025 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2025 Note is one of the Original 5.650% Senior Notes due 2025 referred to in the Indenture. The Original 2025 Notes include (i) $600,000,000 aggregate principal amount of the Company’s 5.650% Senior Notes due 2025 issued under the Indenture on May 31, 2023 in an offering registered under the Securities Act (the “Initial 2025 Notes”), and (ii) if and when issued, an unlimited principal amount of additional 5.650% Senior Notes due 2025 that may be issued from time to time, under the Indenture, subsequent to May 31, 2023 (the “Additional 2025 Notes” and, together with the Initial 2025 Notes, the “2025 Notes”). The Initial 2025 Notes and any the Additional 2025 Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien series of Securities for all purposes of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
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Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 3027, 2006 2020, between the Company and the Guarantors named therein and the Trustee (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as it may be further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.500% Senior Notes due 2025 referred to in the Indenture. The Notes include (i) $500,000,000 principal amount of the Company’s 6.500% Senior Notes due 2025 issued under the Indenture on October 27, 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to October 27, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (loanDepot, Inc.)
Indenture. The Issuer issued the Definitive Registered Senior Notes under an Indenture Indenture, dated as of October 30May 19, 2006 2003 (the “Original Indenture”"INDENTURE"), among the Issuer, The Bank the Initial Guarantors named therein and Law Debenture Trust Company of New York Mellon York, as Trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”"TRUSTEE"), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Second Supplemental Indenturerespective rights, limitations of rights, duties and immunities thereunder of the Trustee, the “Supplemental Indentures”)Issuer, as further amended pursuant to an amended the Guarantors and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”Holder of this Definitive Registered Senior Note, and together with of the Original Indenture terms upon which this Definitive Registered Senior Note is, and the Supplemental Indenturesis to be, the “Indenture”)authenticated and delivered. The terms of the Definitive Registered Senior Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 USC. xx.xx. 77aaa-77bbbb) as in force at the date as of which this instrument was executed (the "TRUST INDENTURE ACT" which term shall, in the event the Trust Indenture Act of 1939 is amended after such date, mean, to the extent required by any such amendment, the US Trust Indenture Act of 1939 as so amended). The Definitive Registered Senior Notes are subject to, and qualified by, all such terms, certain of which are summarized below, and the Holder of this Definitive Registered Senior Note is referred to the Indenture and the Trust Indenture Act for a more complete statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference This Definitive Registered Senior Note is a direct, secured and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenture, and Holders are referred to the Indenture for a statement of such terms and provisions. The Notes are senior obligations unsubordinated obligation of the Issuer and are issued is one of a duly authorized issue of securities of the Issuer limited in an initial aggregate principal amount at maturity of €125,000,000to U.S.$717,139,584 (seven hundred seventeen million, one hundred thirty-nine thousand, five hundred and eighty-four United States dollars). This Note is one of the Original Notes referred No reference herein to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien no provision of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms this Definitive Registered Senior Note or of the Indenture shall governalter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest and Additional Amounts, if any, on this Definitive Registered Senior Note when due at the times, place and rate, and in the coin or currency, herein prescribed.
Appears in 1 contract
Samples: Indenture (Marconi Corp PLC)
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30December 23, 2006 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”)Company, as further amended by issuer, Edgen Xxxxxx XX, L.P., as a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Guarantor and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are secured senior obligations of the Issuer and are issued in an initial Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited, provided that at maturity least the net cash proceeds from any issuance of €125,000,000Additional Notes are invested in Additional Assets in accordance with the Indenture. This Note is one of the Original 12 1 /4% Senior Secured Notes due 2015 referred to in the Indenture. The Original Notes include (i) $465,000,000 aggregate principal amount of the Company’s 12 1/4% Senior Secured Notes due 2016 issued under the Indenture on December 23, 2009 (herein called “Initial Notes”), (ii) if and when issued, additional 12 1/4% Senior Secured Notes due 2015 of the Company that may be issued from time to time under the Indenture subsequent to December 23, 2009 (herein called “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Company’s 12 1/4% Senior Secured Notes due 2015 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, Additional Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture and will shall be equally and ratably secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Lien Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, the Security Document making of restricted payments, the sale of assets, the incurrence of certain liens, sale-leaseback transactions, transaction with affiliates, the making of payments for consents, business activities, designation of restricted and unrestricted subsidiaries, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateralprovision of financial information and the provision of guarantees of the Notes by certain subsidiaries. To guarantee the extent due and punctual payment of any conflict between the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Company under the Indenture, the Notes, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the applicable Guarantors have unconditionally guaranteed (and future guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture shall governIndenture.
Appears in 1 contract
Samples: Indenture (Edgen Murray II, L.P.)
Indenture. The Issuer issued the 2018 Notes under an Indenture dated as of October 30April 5, 2006 2013 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Holdings and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the 2018 Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture is qualified under the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The 2018 Notes are subject to all terms and provisions of the indentureIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this 2018 Note and the Indenture, the terms of the Indenture shall govern. The 2018 Notes are unsecured senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000Issuer. This 2018 Note is one of the Original Exchange 2018 Notes referred to in the Indenture. The Original 2018 Notes include the Initial 2018 Notes and any Additional Exchange 2018 Notes issued in exchange for Initial 2018 Notes pursuant to the Indenture. Except as otherwise provided in the Indenture, the Initial 2018 Notes and any Exchange 2018 Notes, collectively with the Initial 2021 Notes, any Exchange 2021 Notes, the Initial 2023 Notes and any Exchange 2023 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Issuer and any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, on the 2018 Notes and all other amounts payable by the Issuer under the Indenture and will the 2018 Notes when and as the same shall be equally due and ratably secured payable, whether at maturity, by the Lien of the Security Document with respect acceleration or otherwise, according to the Collateral. To the extent of any conflict between the terms of the 2018 Notes and the Indenture, the applicable Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on an unsecured senior basis on the terms of set forth in the Indenture shall governIndenture.
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30December 12, 2006 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Guarantors, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Agent and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 6.75% Senior Notes due 2020 referred to in the Indenture. The Original Notes include (i) $625,000,000 aggregate principal amount of the Issuer’s 6.75% Senior Notes due 2020 issued under the Indenture on December 12, 2014 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to December 12, 2014 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 6.75% Senior Notes due 2020 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Cott Corp /Cn/)
Indenture. The Issuer issued Reference is made hereby to (i) the Notes under an Indenture Indenture, dated as of October 30April 27, 2006 2022 (the “Original Base Indenture”), among between the IssuerCompany as issuer and Computershare Trust Company, The Bank of New York Mellon N.A., as trustee (the “Trustee”) and The Bank (ii) the Second Supplemental Indenture thereto, dated as of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 194, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 2023 (the “Second Supplemental Indenture”) ), between the Company and a supplemental indenture dated April 27the Trustee, 2007 (providing for the “Third Supplemental issuance of the Notes and certain other series of Securities. The Base Indenture”, together with the First Supplemental Indenture as amended and supplemented by the Second Supplemental Indenture, the “Supplemental Indentures”), and as may be further amended pursuant to an duly amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together supplemented in accordance with the Original Indenture and the Supplemental Indenturesterms thereof, is referred to herein as the “Indenture”). .” The terms of the Notes include those stated in the Indenture. Terms Indenture (including terms defined in the Indenture and therein, which terms when used but not defined herein herein, unless the context requires otherwise, shall have the meanings ascribed thereto assigned to such terms in the Indenture. Only ) and those TIA sections that are specifically referred to in made part of the Indenture are incorporated by reference and are a part to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of execution of the Indenture. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Notes are senior unsecured general obligations of the Issuer and are issued Company initially limited to $498,879,000 in an initial aggregate principal amount at maturity of €125,000,000. This Note is one and will rank on a parity with all other unsubordinated indebtedness of the Original Company; provided, however, that the authorized aggregate principal amount of the Notes referred to may be increased above such amount as provided in the Indenture. The Original Notes Indenture provides for the issuance of other series of debentures, notes and any Additional Notes are treated as a single class under other evidences of indebtedness (including the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the IndentureNotes, the applicable terms of the Indenture shall govern“Securities”) thereunder.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30May 13, 2006 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among Cumulus Media Inc., the Issuer, The Guarantors and U.S. Bank of New York Mellon National Association (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgated thereunder, as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original Notes 7.75% Senior Notes, Series B, due 2019 referred to in the Indenture. The Original Notes include (i) $610,000,000 principal amount of the Issuer’s 7.75% Senior Notes, Series A, due 2019 issued under the Indenture on May 13, 2011 (the “Initial Notes”), (ii) if and when issued, additional 7.75% Senior Notes, Series A, due 2019 or 7.75% Senior Notes, Series B, due 2019 of the Issuer that may be issued from time to time under the Indenture subsequent to May 13, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 7.75% Senior Notes, Series B, due 2019 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Cumulus Media Inc)
Indenture. The Issuer (a) This Resetable MAPS is one of the duly authorized issue of securities of the Company (hereinafter called the "Notes") of the series hereinafter specified, all issued the Notes or to be issued under and pursuant to an Indenture Indenture, dated as of October 30June 1, 2006 1998, as supplemented by the first supplemental Indenture, dated as of June 18, 1998 between the Company and the Trustee (as so supplemented, the “Original "Senior Indenture”"), among duly executed and delivered by the IssuerCompany to Citibank, N.A., as Trustee (herein called the "Senior Trustee," which term includes any successor trustee under the Senior Indenture), to which Senior Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Senior Trustee, the Company and the Holders of the Notes. The Bank of New York Mellon Notes may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (the “Trustee”if any) and The Bank of New York Mellon may be subject to different sinking, purchase or analogous funds (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”if any) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), may otherwise vary as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated provided in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenture, and Holders are referred to the Indenture for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred series designated as the Resetable MAndatory Putable/remarketable Securities ("MAPS(sm)") due June 30, 2038 of the Company, which series is limited in aggregate principal amount to $75,000,000.
(b) Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Note. For purposes hereof, the term "Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are required or authorized to close and, in the Indenturecase of Notes in Reset Mode that are in the Floating Rate Interest Mode that is also a London Business Day. The Original Notes and "London Business Day" means any Additional Notes day on which dealings in deposits in U.S. dollars are treated as a single class under transacted on the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall governLondon interbank market.
Appears in 1 contract
Samples: First Supplemental Indenture (Michigan Consolidated Gas Co /Mi/)
Indenture. The Issuer issued the 2033 Notes under an Indenture Indenture, dated as of October 30May 6, 2006 2011 (the “Original Base Indenture”), among the Issuer, The Bank of New York Mellon Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), and Computershare Trust Company, N.A., as successor to Wxxxx Fargo Bank, National Association, as trustee (the “Base Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original as amended with respect to the 2033 Notes by the Fourteenth Supplemental Indenture was amended by a supplemental indenture dated December 19August 24, 2006 2023 (the “First Fourteenth Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), among the Issuer, the guarantors party thereto (the “Guarantors”), the Base Trustee and the Trustee, which collectively constitutes the Indenture governing the 2033 Notes. The terms of the 2033 Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”). The 2033 Notes are subject to include all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The This 2033 Note is one of a series of securities designated as the 6.700% Senior Notes are senior obligations due 2033 of the Issuer and are issued Issuer. Capitalized terms used herein have the same meanings given in an initial the Indenture unless otherwise indicated. The aggregate principal amount at maturity of €125,000,000. This Note is one of the Original 2033 Notes referred to in the Indenture. The Original Notes which may be authenticated and any Additional Notes are treated as a single class delivered under the Indenture and will shall be equally and ratably secured by unlimited. In addition, the Lien aggregate principal amount of the Security Document with respect to the Collateral. To the extent Securities of any conflict between the terms of the Notes class or series which may be authenticated and the Indenture, the applicable terms of delivered under the Indenture shall governbe unlimited, provided that such Securities shall rank equally with the 2033 Notes.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30, 2006 (the “Original Base Indenture”)) dated November 3, 2003, among the Issuer, The Bank Hovnanian and the Trustee, the terms of New York Mellon (which have been established in the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original First Supplemental Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”)) dated as of November 3, 2003, among the Issuer, Hovnanian, the Guarantors and the Trustee (the Base Indenture, as further amended supplemented by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), pursuant to Section 2.3 of the Base Indenture. This Note is one of the Securities of the series designated as the “6½% Senior Notes due 2014” of the Issuer. The Issuer may issue additional Notes of this series after this Note has been issued. This Note and any additional notes of this series subsequently issued under the Indenture shall be treated as a single series for all purposes under the Indenture and shall vote and consent together on all matters as one class, including, without limitation, waivers, amendments, redemption and offers to purchase. The terms of the Notes and the Guarantees include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date of the Indenture. The Notes and the Guarantees are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such them. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and provisions. The Notes are senior obligations the terms of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one Indenture, the terms of the Original Notes referred Indenture will control. Capitalized terms not defined herein have the meanings given to those terms in the Indenture. The Original Notes Issuer will furnish to any Holder upon written request and any Additional Notes are treated as without charge a single class under copy of the Indenture and will the First Supplemental Indenture. Requests may be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenturemade to: X. Xxxxxxxxx Enterprises, the applicable terms of the Indenture shall governInc., 00 Xxxxxxx 00, X.X. Xxx 000, Xxx Xxxx, Xxx Xxxxxx 00000, Attention: Chief Financial Officer.
Appears in 1 contract
Samples: First Supplemental Indenture (Hovnanian Enterprises Inc)
Indenture. The Issuer This Note is one of a duly authorized series of Securities issued the Notes or to be issued in one or more series under an Indenture dated as of October 30November 21, 2006 2001 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) as supplemented and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture First Supplemental Indenture dated December 19as of July 30, 2006 2009 (the “First Supplemental Indenture”), a Third Supplemental Indenture dated as further amended by a supplemental indenture dated of March 930, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 2011 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of March 30, 2011 (the “Fourth Supplemental Indenture”), and a Tenth Supplemental Indenture dated as of September 2, 2021 (the “Tenth Supplemental Indenture” and, together with the Original Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Second Fourth Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), by and between the Company and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as the “6.980% Senior Notes due 2036” of the Company initially limited in aggregate principal amount to $12,300,000 (the “Notes”). Such series may be reopened, from time to time, for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such Additional Notes shall have the same ranking, interest rate, maturity date and other terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided, however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from the Notes. Additional series of Securities may be issued pursuant to the Indenture. The Notes are unsecured senior obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act. The Notes are subject to all terms and provisions of the indenturethose terms, and Holders thereof are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateralall those terms. To the extent permitted by applicable law, in the event of any conflict inconsistency between the terms of this Note and the Notes and terms of the Indenture, the applicable terms of the Indenture shall governcontrol. Capitalized terms used but not defined in this Note have the respective meanings ascribed to them by the Indenture.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Northrop Grumman Corp /De/)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30July 5, 2006 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Issuers and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuers. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 11.5% Senior Notes due 2018 referred to in the Indenture. The Original Notes include (i) $560,000,000 principal amount of the Issuers’ 11.5% Senior Notes due 2018 issued under the Indenture on July 5, 2011 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 5, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuers’ 11.5% Senior Notes due 2018 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Trisyn Group, Inc.)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30July 17, 2006 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerIssuers, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Guarantors and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuers. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 13.375% Senior Subordinated Notes due 2019 referred to in the Indenture. The Original Notes include (i) $725,000,000 principal amount of the Issuers’ 13.375% Senior Subordinated Notes due 2019 issued under the Indenture on July 17, 2012 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 17, 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuers’ 13.375% Senior Subordinated Notes due 2019 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30February 6, 2006 (the “Original Indenture”)2023, among the IssuerIssuers, The Bank of New York Mellon the Guarantors from time to time party thereto, the Trustee and the Notes Collateral Agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior secured obligations of the Issuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 9.750% Senior Secured Notes due 2028 referred to in the Indenture. The Notes include (i) $550,000,000 principal amount of the Issuers’ 9.750% Senior Secured Notes due 2028 issued under the Indenture on February 6, 2023 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to February 6, 2023 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes shall not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30March 31, 2006 (the “Original Indenture”)2022, among the Issuer, The Bank of New York Mellon the Guarantors party thereto from time to time, the Trustee and the Notes Collateral Agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”), to be supplemented by the Supplemental Indenture, dated as of the Spin-Off Date, among the Issuer, the Subsidiary Guarantors, the Trustee and the Notes Collateral Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.750% Senior Secured Notes due 2030 referred to in the Indenture. The Notes include (i) $200,000,000 principal amount of the Issuer’s 6.750% Senior Secured Notes due 2030 issued under the Indenture on March 31, 2022 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to March 31, 2022 (the “Additional Notes”) as provided in Section 2.01(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture, including with respect to redemptions and offers to purchase; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes or if the Issuer otherwise determines that any such Additional Notes should be differentiated from any other Notes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from guarantors and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information to the Trustee and the provision of guarantees of the Notes by certain subsidiaries. The Initial Notes are being issued under the Indenture on the Issue Date by the Issuer to BD, pursuant to the Transaction Documents and the Intercompany Agreement, and immediately thereafter, BD shall become be the sole beneficial holder of the Initial Notes, and on the settlement date of the Exchange (which is expected to occur one Business Day after the Issue Date and immediately following the consummation of the Spin-Off on the Spin-Off Date), pursuant to the Exchange Agreement and the Offer Cooperation Agreement, BD intends to transfer beneficial ownership of the Initial Notes to Xxxxxx Xxxxxxx in exchange for the BD Notes purchased by Xxxxxx Xxxxxxx in the tender offers that were commenced by it on March 16, 2022, on the terms and subject to the conditions set forth in the Offer to Purchase, and immediately following the consummation of the Exchange, (x) BD intends to deliver the BD Notes it receives pursuant to the Exchange to the trustee of the BD Notes for cancellation, and (y) Xxxxxx Xxxxxxx, as the sole book-running manager thereof, intends to sell the Initial Notes received therefrom to certain third-party investors, pursuant to, and in accordance with, the restrictions and regulations as set forth in the Indenture and the Offering Memorandum.
Appears in 1 contract
Samples: Indenture (Embecta Corp.)
Indenture. The Issuer Company issued the Notes under an Indenture, dated as of March 20, 2013 (the “Base Indenture”) (as supplemented by the First Supplemental Indenture dated as of October 30June 21, 2006 (2013, the Second Supplemental Indenture dated as of November 6, 2013, the Third Supplemental Indenture dated as of November 15, 2013, the Fourth Supplemental Indenture dated as of March 17, 2014, the Fifth Supplemental Indenture dated as of March [·], 2014, together and as may be further amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Note Guarantors and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the TIA. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior general unsecured obligations of the Issuer and are issued Company of which $75,000,000 in an initial aggregate principal amount at maturity of €125,000,000will be issued on April [·], 2014 as Additional Notes, in addition to the $550,000,000 in aggregate principal amount issued on March 20, 2013 and the $110,000,000 in aggregate principal amount issued on November 15, 2013. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Original Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Original Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the ability of the Company and its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with Affiliates, enter into Sale and Leaseback Transactions, or consolidate or merge or transfer or convey all or substantially all of the Company’s and its Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest on the Notes and all other amounts payable by the Company under the Indenture and will the Notes when and as the same shall be equally due and ratably secured payable, whether at maturity, by the Lien of the Security Document with respect acceleration or otherwise, according to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable Note Guarantors have unconditionally guaranteed (and each of the existing and future Restricted Subsidiaries that Guarantee or are co-borrowers under or grant Liens to secure the Bank Credit Facility will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture shall governIndenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.
Appears in 1 contract
Samples: Credit Agreement (MDC Partners Inc)
Indenture. The Issuer Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of October 30June 9, 2006 2015 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) Company and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Mellon, 2006 as trustee (the “First Supplemental IndentureTrustee”), as further amended by a supplemental indenture dated March 9Registrar, 2007 Transfer Agent and Paying Agent (the “Second Supplemental IndenturePaying Agent”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenturecollectively, the “Supplemental Indentures”), as further amended pursuant to Agents” and each individually an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “IndentureAgent”). The terms of the Notes include those stated in the Indenture. Terms The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. Only those TIA sections that are specifically referred to in Copies of the Indenture are incorporated by reference and are a part each Global Note shall be available for inspection at the offices of the IndentureTrustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes are subject to all having the same terms and provisions conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the indentureIndenture and this Note, and Holders are referred references to the Indenture for a statement of such terms and provisionsNotes include any Additional Notes actually issued. The Notes are senior obligations Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the Issuer existence of the Company and are issued in an initial aggregate principal amount at maturity its Subsidiaries, the payment of €125,000,000certain taxes and claims and reporting requirements applicable to the Company. This The Note is one of the Original [Initial]1[Additional]2 Notes referred to in the Indenture. The Original Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.14 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the CollateralIndenture. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern1 Include if Initial Note. 2 Include if Additional Note.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30March 15, 2006 1988, between the Issuer and The Bank of New York, as trustee (the “Original Base Indenture”), as amended by the first supplemental indenture, dated May 31, 2005 (the “First Supplemental Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) York, as resigning trustee, and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Trust Company, 2006 as successor trustee (the “First Supplemental IndentureSuccessor Trustee”), as further amended by a the second supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) ), dated July 17, 2007, between the Issuer and a supplemental indenture dated April 27, 2007 the Successor Trustee (the “Third Supplemental Base Indenture”, together with as amended by the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental IndenturesOriginal Indenture”), and as further amended pursuant to an amended and restated by the third supplemental indenture dated October 15, 2009 (the “Amended and Restated Third Supplemental Indenture”), dated May 4, 2010, between the Issuer and together with The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), which collectively constitutes the indenture governing the Debt Securities (the Original Indenture and Indenture, as amended by the Third Supplemental IndenturesIndenture, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to include all terms and provisions of the indentureIndenture, and Holders holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The This security is one of a series of securities designated as the 7% Senior Notes are senior obligations due 2020 of the Issuer and are issued (the “Notes”). Capitalized terms used herein have the same meanings given in an initial the Indenture unless otherwise indicated. The aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes which may be authenticated and any Additional Notes are treated as a single class delivered under the Indenture and will shall be equally and ratably secured by unlimited. In addition, the Lien aggregate principal amount of the Security Document with respect to the Collateral. To the extent Debt Securities of any conflict between the terms of the Notes class or series which may be authenticated and the Indenture, the applicable terms of delivered under the Indenture shall governbe unlimited, provided that such Debt Securities shall rank equally with the Notes.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30April 25, 2006 (the “Original Indenture”)2023, among the Issuer, The Bank of New York Mellon the Guarantors party thereto from time to time and the Trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”), to be supplemented by the Supplemental Indenture, dated as of the Escrow Release Date, among the Issuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 7.750% Senior Notes due 2031 referred to in the Indenture. The Notes include (i) $425,000,000 principal amount of the Issuer’s 7.750% Senior Notes due 2031 issued under the Indenture on April 25, 2023 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 25, 2023 (the “Additional Notes”) as provided in Section 2.01(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase; provided that any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes or if the Issuer otherwise determines that any such Additional Notes should be differentiated from the Initial Notes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the entering into of agreements that restrict distribution from guarantors and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information to the Trustee and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Knife River Holding Co)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30May 12, 2006 2020 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”), among CPG International LLC, the guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 9.500% Senior Notes due 2025 referred to in the Indenture. The Original Notes include (i) $350,000,000 principal amount of the Issuer’s 9.500% Senior Notes due 2025 issued under the Indenture (the “Initial Notes”) and (ii) if and when issued, additional 9.500% Senior Notes due 2025 of the Issuer that may be issued from time to time in accordance with the Indenture subsequent to May 12, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under for all purposes of the Indenture and will be equally any security documents. The Indenture imposes certain limitations on the incurrence of indebtedness and ratably secured by issuance of disqualified stock, the Lien making of restricted payments, the Security Document incurrence of certain liens, dividend and other payment restrictions affecting restricted subsidiaries, the sale of assets and subsidiary stock, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (CPG Newco LLC)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 3014, 2006 (the “Original Indenture”)2016, among the Issuer, The Bank of New York Mellon (Issuer and the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”)[, as further amended supplemented by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture dated as of [ ], among the Issuers, the Guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), Trustee] (as further it may be [further] amended pursuant or supplemented from time to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together time in accordance with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Issuer[s]. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 7.500% Senior Notes due 2024 referred to in the Indenture. The Notes include (i) $675,000,000 principal amount of the Issuer’s 7.500% Senior Notes due 2024 issued under the Indenture on October 14, 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to October 14, 2016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30April 10, 2006 2018 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are unsecured, unsubordinated obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 5.500% Senior Notes due 2026 referred to in the Indenture. The Notes include (i) $350,000,000 principal amount of the Company’s 5.500% Senior Notes due 2026 issued under the Indenture on April 10, 2018 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 10, 2018 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be part of the same class for all purposes of the Indenture; provided that Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes.
Appears in 1 contract
Indenture. The Issuer Issuers issued the Notes Securities under an Indenture dated as of October 30November 10, 2006 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerIssuers, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Subsidiary Guarantor and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes Securities are subject to all terms and provisions of the indentureIndenture, and Holders Securityholders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes Securities are senior obligations of the Issuer and are issued in an initial Issuers. The aggregate principal amount at maturity of €125,000,000Securities that may be authenticated and delivered under the Indenture is unlimited. This Note Security is one of the Original Notes 8.75% Senior Notes, Series B, due 2017 referred to in the Indenture. The Original Notes Securities include (i) $250,000,000 aggregate principal amount of the Issuers’ 8.75% Senior Notes, Series A, due 2017 issued under the Indenture on November 10, 2009 (herein called “Initial Securities”), (ii) if and any when issued, additional 8.75% Senior Notes, Series A, due 2017 or 8.75% Senior Notes, Series B, due 2017 of the Issuers that may be issued from time to time under the Indenture subsequent to November 10, 2009 (herein called “Additional Notes Securities”) as provided in Section 2.1 (a) of the Indenture and (iii) if and when issued, the Issuers’ 8.75% Senior Notes, Series B, due 2017 that may be issued from time to time under the Indenture in exchange for Initial Securities or Additional Securities in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, Additional Securities and Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and will be equally subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and ratably secured by the Lien consummation of the Security Document mergers and consolidations. The Indenture also imposes requirements with respect to the Collateralprovision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the extent due and punctual payment of any conflict between the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Issuers under the Indenture, the Securities and the Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the applicable Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture shall governIndenture.
Appears in 1 contract
Samples: Indenture (Colt Finance Corp.)
Indenture. The Issuer Company issued the Notes as a Series of Securities under an the Indenture dated as of October 30April 10, 2006 2017 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Base Indenture”) between the Company and a supplemental indenture dated April 27Trustee, 2007 (the “Third Supplemental Indenture”, together with as supplemented by the First Supplemental Indenture and the Second Supplemental Indenturedated as of April 10, 2017 (the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, ” and together with the Original Indenture and the Supplemental IndenturesBase Indenture, the “Indenture”)) by and between the Company and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. In the event of any inconsistency between the terms of this Note and provisionsthe terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 3.90% Senior Notes due 2027 referred to in the Indenture. The Original Notes include (i) $750,000,000 aggregate principal amount of the Company’s 3.90% Senior Notes due 2027 issued under the Indenture on April 10, 2017 in an offering registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 3.90% Senior Notes due 2027 that may be issued from time to time, under the Indenture, subsequent to April 10, 2017 (the “Additional Notes” and, together with the Initial Notes, the “Notes”). The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien Series of Securities for all purposes of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Indenture. The Issuer This Note is one of a duly authorized series of Securities issued the Notes or to be issued in one or more series under an Indenture dated as of October 30November 21, 2006 2001 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) as supplemented and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture First Supplemental Indenture dated December 19as of July 30, 2006 2009 (the “First Supplemental Indenture”), a Third Supplemental Indenture dated as further amended by a supplemental indenture dated of March 930, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 2011 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of March 30, 2011 (the “Fourth Supplemental Indenture”), and a Ninth Supplemental Indenture dated as of March 23, 2020 (the “Ninth Supplemental Indenture” and, together with the Original Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Second Fourth Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), by and between the Company and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as the “5.250% Senior Notes due 2050” of the Company initially limited in aggregate principal amount to $1,000,000,000 (the “Notes”). Such series may be reopened, from time to time, for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such Additional Notes shall have the same ranking, interest rate, maturity date and other terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided, however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from the Notes. Additional series of Securities may be issued pursuant to the Indenture. The Notes are unsecured senior obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act. The Notes are subject to all terms and provisions of the indenturethose terms, and Holders thereof are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateralall those terms. To the extent permitted by applicable law, in the event of any conflict inconsistency between the terms of this Note and the Notes and terms of the Indenture, the applicable terms of the Indenture shall governcontrol. Capitalized terms used but not defined in this Note have the respective meanings ascribed to them by the Indenture.
Appears in 1 contract
Indenture. The Issuer issued the Senior Toggle Notes under an Indenture Indenture, dated as of October 3031, 2006 2007 (as supplemented by the Supplemental Indenture, dated as of July 8, 2008, the Second Supplemental Indenture, dated as of August 3, 2009, the Third Supplemental Indenture, dated as of July 29, 2010, and the Fourth Supplemental Indenture, dated as of October 18, 2011, the “Original Indenture”), among the Issuer, the Guarantors named therein and the Trustee. This Senior Toggle Note is one of a duly authorized issue of notes of the Issuer designated as its 11.250%/12.000% Senior Toggle Notes due 2017. The Bank Issuer shall be entitled to issue Additional Senior Toggle Notes pursuant to Section 2.01 of New York Mellon the Indenture. The Senior Cash Pay Notes (including any Exchange Notes issued in exchange therefor) and the Senior Toggle Notes issued under the Indenture (including any Exchange Notes issued in exchange therefor) (collectively, referred to herein as the “TrusteeSenior Notes”) and The Bank are separate series of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by Senior Notes, but shall be treated as a supplemental indenture dated December 19, 2006 (single class of securities under the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, unless otherwise specified in the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Senior Toggle Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Senior Toggle Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and such Act for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateralterms. To the extent any provision of any conflict between this Senior Toggle Note conflicts with the terms express provisions of the Notes and the Indenture, the applicable terms provisions of the Indenture shall governgovern and be controlling.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Energy Future Holdings Corp /TX/)
Indenture. The Issuer Company issued the Notes under an Indenture Indenture, dated as of October 3023, 2006 2009 (the “Original Indenture”), among the Issueras supplemented by a First Supplemental Indenture, The Bank dated as of New York Mellon May 14, 2010 (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, ” and together with the Original Indenture and as it may be further amended or supplemented from time to time in accordance with the Supplemental Indenturesterms thereof, as so supplemented or amended, the “Indenture”), among the Company, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the TIA. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior general unsecured obligations of the Issuer and are issued Company of which $65,000,000 in an initial aggregate principal amount at maturity of €125,000,000will be issued on May 14, 2010 as Additional Notes, in addition to the $225, 000,000 in aggregate principal amount initially issued on October 23, 2009. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Original Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Original Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the ability of the Company and its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with Affiliates, enter into Sale and Leaseback Transactions, or consolidate or merge or transfer or convey all or substantially all of the Company’s and its Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest on the Notes and all other amounts payable by the Company under the Indenture and will the Notes when and as the same shall be equally due and ratably secured payable, whether at maturity, by the Lien of the Security Document with respect acceleration or otherwise, according to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, Accent Marketing Services, LLC, Xxxxxx Xxxxxx Canada Inc., Computer Composition of Canada Inc., MDC/CPB Holdings Inc., Xxxxxxx Xxxxxx & Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, Xxxxxxxxxxx Bond Xxxxxxx & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (ON), Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition Inc., TargetCom LLC, TC Acquisition Inc., Yamamoto Xxxx Xxxxxxxxx, Inc. and ZG Acquisition Inc. have unconditionally guaranteed (and each future Wholly Owned Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the applicable terms of the Indenture shall governIndenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.
Appears in 1 contract
Indenture. The Issuer (a) This Extendable MOPPRS is one of the duly authorized issue of securities of the Company (hereinafter called the "Notes") of the series hereinafter specified, all issued the Notes or to be issued under and pursuant to an Indenture Indenture, dated as of October 30June 1, 2006 1998, as supplemented by the first supplemental Indenture, dated as of June 18, 1998 between the Company and the Trustee (as so supplemented, the “Original "Senior Indenture”"), among duly executed and delivered by the IssuerCompany to Citibank, N.A., as Trustee (herein called the "Senior Trustee," which term includes any successor trustee under the Senior Indenture), to which Senior Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Senior Trustee, the Company and the Holders of the Notes. The Bank of New York Mellon Notes may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (the “Trustee”if any) and The Bank of New York Mellon may be subject to different sinking, purchase or analogous funds (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”if any) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), may otherwise vary as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated provided in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenture, and Holders are referred to the Indenture for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred series designated as the Extendable MandatOry Par Put Remarketed Notes(sm) ("MOPPRS(sm)") due June 30, 2038 of the Company, which series is limited in aggregate principal amount to $75,000,000.
(b) Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Note. For purposes hereof, the term "Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are required or authorized to close and, in the Indenturecase of Notes in Reset Mode that are in the Floating Rate Interest Mode that is also a London Business Day. The Original Notes and "London Business Day" means any Additional Notes day on which dealings in deposits in U.S. dollars are treated as a single class under transacted on the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall governLondon interbank market.
Appears in 1 contract
Samples: First Supplemental Indenture (Michigan Consolidated Gas Co /Mi/)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30May 21, 2006 2015 (the “Original Base Indenture” and, as it may be amended or supplemented from time to time (including by the Eleventh Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”), ) among the IssuerIssuers, The Bank the Initial Guarantors and the Trustee, as supplemented by the Eleventh Supplemental Indenture thereto dated as of New York Mellon December 11, 2017 (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Eleventh Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated in the Eleventh Supplemental Indenture. Terms defined in , the Base Indenture (as it relates to the Notes) and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and such Act for a statement of such terms. Any conflict between the Notes and the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be governed by the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes). Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. The Notes are unsecured senior obligations of the Issuer and are issued in an initial Issuers the aggregate principal amount at maturity of €125,000,000. This Note which is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall governunlimited.
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Genesis Energy Lp)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30June 24, 2006 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Guarantors, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Agent and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 5.375% Senior Notes due 2022 referred to in the Indenture. The Original Notes include (i) $525,000,000 aggregate principal amount of the Issuer’s 5.375% Senior Notes due 2022 issued under the Indenture on June 24, 2014 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to June 24, 2014 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 5.375% Senior Notes due 2022 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Cott Corp /Cn/)
Indenture. The Issuer Company issued the Notes under an the Debt Securities Indenture dated as of October 30April 5, 2006 2012 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Base Indenture”) between the Company and a supplemental indenture dated April 27Trustee, 2007 (the “Third Supplemental Indenture”, together with as supplemented by the First Supplemental Indenture and the Second Supplemental Indenturedated as of April 5, 2012 (the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, ” and together with the Original Indenture and the Supplemental IndenturesBase Indenture, the “Indenture”)) by and among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. In the event of any inconsistency between the terms of this Note and provisionsthe terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 5.875% Senior Notes due 2022 referred to in the Indenture. The Original Notes include (i) $750,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2022 issued under the Indenture on April 5, 2012 and registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 5.875% Senior Notes due 2022 that may be issued from time to time, under the Indenture, subsequent to April 5, 2012 in a registered offering of the Company (the “Additional Notes” and together with the Initial Notes, the “Notes”). The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Indenture. The Issuer issued the 2027 Notes under an Indenture Indenture, dated as of October 30May 6, 2006 2011 (the “Original Base Indenture”), among the Issuer, The Bank of New York Mellon Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), and Computershare Trust Company, N.A., as successor to Wxxxx Fargo Bank, National Association, as trustee (the “Base Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original as amended with respect to the 2027 Notes by the Twelfth Supplemental Indenture was amended by a supplemental indenture dated December 19July 14, 2006 2022 (the “First Twelfth Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), among the Issuer, the guarantors party thereto (the “Guarantors”), the Base Trustee and the Trustee, which collectively constitutes the Indenture governing the 2027 Notes. The terms of the 2027 Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”). The 2027 Notes are subject to include all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The This 2027 Note is one of a series of securities designated as the 6.165% Senior Notes are senior obligations due 2027 of the Issuer and are issued Issuer. Capitalized terms used herein have the same meanings given in an initial the Indenture unless otherwise indicated. The aggregate principal amount at maturity of €125,000,000. This Note is one of the Original 2027 Notes referred to in the Indenture. The Original Notes which may be authenticated and any Additional Notes are treated as a single class delivered under the Indenture and will shall be equally and ratably secured by unlimited. In addition, the Lien aggregate principal amount of the Security Document with respect to the Collateral. To the extent Securities of any conflict between the terms of the Notes class or series which may be authenticated and the Indenture, the applicable terms of delivered under the Indenture shall governbe unlimited, provided that such Securities shall rank equally with the 2027 Notes.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30April 29, 2006 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon the guarantor party thereto (the “TrusteeGuarantor”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 9% Senior Notes due 2016 referred to in the Indenture. The Original Notes include (i) $770,000,000 principal amount of the Issuer’s 9% Senior Notes due 2016 issued under the Indenture on April 29, 2011 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 29, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 9% Senior Notes due 2016 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Igate Corp)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30June 1, 2006 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Subsidiary Guarantors and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders Noteholders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 5.375% Senior Notes due 2030 referred to in the Indenture. The Original Notes include (i) $600,000,000 aggregate principal amount of Notes issued under the Indenture on June 1, 2021 (herein called “Initial Notes”) and (ii) if and when issued, Additional Notes as provided in the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the entering into of affiliate transactions, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Issuer under the Indenture and will the Notes when and as the same shall be equally due and ratably secured payable, whether at maturity, by the Lien of the Security Document with respect acceleration or otherwise, according to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture shall governIndenture.
Appears in 1 contract
Samples: Indenture (ANTERO RESOURCES Corp)
Indenture. The Issuer issued the 2026 Notes under an Indenture Indenture, dated as of October 30May 6, 2006 2011 (the “Original Base Indenture”), among the Issuer, The Bank of New York Mellon Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), and Computershare Trust Company, N.A., as successor to Xxxxx Fargo Bank, National Association, as trustee (the “Base Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original as amended with respect to the 2026 Notes by the Thirteenth Supplemental Indenture was amended by a supplemental indenture dated December July 19, 2006 2022 (the “First Thirteenth Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), among the Issuer, the guarantors party thereto (the “Guarantors”), the Base Trustee, U.S. Bank Trust Company, National Association, as Trustee, Registrar and Transfer Agent, Elavon Financial Services DAC, UK Branch (until such times as a successor may be appointed by the Issuer), as Paying Agent, which collectively constitutes the Indenture governing the 2026 Notes. The terms of the 2026 Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”). The 2026 Notes are subject to include all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The This 2026 Note is one of a series of securities designated as the 4.777% Senior Notes are senior obligations due 2026 of the Issuer and are issued Issuer. Capitalized terms used herein have the same meanings given in an initial the Indenture unless otherwise indicated. The aggregate principal amount at maturity of €125,000,000. This Note is one of the Original 2026 Notes referred to in the Indenture. The Original Notes which may be authenticated and any Additional Notes are treated as a single class delivered under the Indenture and will shall be equally and ratably secured by unlimited. In addition, the Lien aggregate principal amount of the Security Document with respect to the Collateral. To the extent Securities of any conflict between the terms of the Notes class or series which may be authenticated and the Indenture, the applicable terms of delivered under the Indenture shall governbe unlimited, provided that such Securities shall rank equally with the 2026 Notes.
Appears in 1 contract
Indenture. The Issuer Company issued the 2031 Notes as a Series of Securities under an the Indenture dated as of October 30December 5, 2006 2019 (the “Original Base Indenture”)) between the Company and Trustee, among as supplemented by the IssuerThird Supplemental Indenture, The Bank dated as of New York Mellon March 24, 2021 (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Base Indenture and the Second Supplemental Indentureany one or more additional supplemental indentures thereto, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, herein called the “Indenture”) among the Company, Diamondback O&G LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), and the Trustee. The terms of the 2031 Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The 2031 Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such those terms. In the event of any inconsistency between the terms of this 2031 Note and provisionsthe terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,0002031 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2031 Note is one of the Original 3.125% Senior Notes due 2031 referred to in the Indenture. The Original 2031 Notes include (i) $900,000,000 aggregate principal amount of the Company’s 3.125% Senior Notes due 2031 issued under the Indenture on March 24, 2021 in an offering registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 3.125% Senior Notes due 2031 that may be issued from time to time, under the Indenture, subsequent to March 24, 2021 (the “Additional Notes” and, together with the Initial Notes, the “2031 Notes”). The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien Series of Securities for all purposes of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Samples: Third Supplemental Indenture (Diamondback Energy, Inc.)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30May 21, 2006 2015 (the “Original Base Indenture” and, as it may be amended or supplemented from time to time (including by the Eighth Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”), ) among the IssuerIssuers, The Bank the Initial Guarantors and the Trustee, as supplemented by the Eighth Supplemental Indenture thereto dated as of New York Mellon August 14, 2017 (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Eighth Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated in the Eighth Supplemental Indenture. Terms defined in , the Base Indenture (as it relates to the Notes) and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and such Act for a statement of such terms. Any conflict between the Notes and the Eighth Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be governed by the Eighth Supplemental Indenture and the Base Indenture (as it relates to the Notes). Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Eighth Supplemental Indenture and the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. The Notes are unsecured senior obligations of the Issuer and are issued in an initial Issuers the aggregate principal amount at maturity of €125,000,000. This Note which is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall governunlimited.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30May 7, 2006 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (Holdings, the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Subsidiary Guarantors and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the Securities Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000Issuer. This Note is one of the Original 8.375% Senior Secured Notes due 2018 referred to in the Indenture. The Original Notes and any Additional include (i) $250,000,000 aggregate principal amount of the Issuer’s 8.375% Senior Secured Notes are treated as a single class due 2018 issued under the Indenture on May 7, 2010 (herein called “Initial Notes”), (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and will be equally (iii) if and ratably secured by the Lien when issued, additional 8.375% Senior Secured Notes due 2018 of the Security Document Issuer that may be issued from time to time under the Indenture subsequent to May 7, 2010 (herein called “Additional Notes”). The Indenture contains the terms and restrictions set forth in the Indenture or made a part of the Indenture pursuant to the requirements of the TIA. The Indenture, among other things, imposes certain covenants with respect to the Collateral. To following matters: the extent Incurrence of any conflict between Indebtedness by the terms Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Notes Issuer, the purchase or redemption of Capital Stock of the Issuer, the sale or transfer of assets and Capital Stock of Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain Liens, future Subsidiary Guarantors, the business activities and investments of the Issuer and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Issuer and its Restricted Subsidiaries to enter into agreements that restrict distributions and dividends from Subsidiaries. The Indenture also imposes requirements with respect to the provision of financial information. The Indenture also contains certain exceptions to the foregoing, and this description is qualified in its entirety by reference to the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Indenture. The Issuer issued the 2029 Notes under an Indenture Indenture, dated as of October 30May 6, 2006 2011 (the “Original Base Indenture”), among the Issuer, The Bank of New York Mellon Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), and Computershare Trust Company, N.A., as successor to Xxxxx Fargo Bank, National Association, as trustee (the “Base Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original as amended with respect to the 2029 Notes by the Thirteenth Supplemental Indenture was amended by a supplemental indenture dated December July 19, 2006 2022 (the “First Thirteenth Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), among the Issuer, the guarantors party thereto (the “Guarantors”), the Base Trustee, U.S. Bank Trust Company, National Association, as Trustee, Registrar and Transfer Agent, Elavon Financial Services DAC, UK Branch (until such times as a successor may be appointed by the Issuer), as Paying Agent, which collectively constitutes the Indenture governing the 2029 Notes. The terms of the 2029 Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”). The 2029 Notes are subject to include all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The This 2029 Note is one of a series of securities designated as the 5.337% Senior Notes are senior obligations due 2029 of the Issuer and are issued Issuer. Capitalized terms used herein have the same meanings given in an initial the Indenture unless otherwise indicated. The aggregate principal amount at maturity of €125,000,000. This Note is one of the Original 2029 Notes referred to in the Indenture. The Original Notes which may be authenticated and any Additional Notes are treated as a single class delivered under the Indenture and will shall be equally and ratably secured by unlimited. In addition, the Lien aggregate principal amount of the Security Document with respect to the Collateral. To the extent Securities of any conflict between the terms of the Notes class or series which may be authenticated and the Indenture, the applicable terms of delivered under the Indenture shall governbe unlimited, provided that such Securities shall rank equally with the 2029 Notes.
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Indenture. The Issuer issued the 2033 Notes under an Indenture Indenture, dated as of October 30May 6, 2006 2011 (the “Original Base Indenture”), among the Issuer, The Bank of New York Mellon Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), and Computershare Trust Company, N.A., as successor to Xxxxx Fargo Bank, National Association, as trustee (the “Base Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original as amended with respect to the 2033 Notes by the Sixteenth Supplemental Indenture was amended by a supplemental indenture dated December 19March 14, 2006 2025 (the “First Sixteenth Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), among the Issuer, the guarantors party thereto (the “Guarantors”), the Base Trustee and the Trustee, which collectively constitutes the Indenture governing the 2033 Notes. The terms of the 2033 Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”). The 2033 Notes are subject to include all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The This 2033 Note is one of a series of securities designated as the 6.750% Senior Notes are senior obligations due 2033 of the Issuer and are issued Issuer. Capitalized terms used herein have the same meanings given in an initial the Indenture unless otherwise indicated. The aggregate principal amount at maturity of €125,000,000. This Note is one of the Original 2033 Notes referred to in the Indenture. The Original Notes which may be authenticated and any Additional Notes are treated as a single class delivered under the Indenture and will shall be equally and ratably secured by unlimited. In addition, the Lien aggregate principal amount of the Security Document with respect to the Collateral. To the extent Securities of any conflict between the terms of the Notes class or series which may be authenticated and the Indenture, the applicable terms of delivered under the Indenture shall governbe unlimited, provided that such Securities shall rank equally with the 2033 Notes.
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Indenture. The Issuer issued the Notes under an Indenture dated as of October 30February 8, 2006 (the “Original Indenture”)2019, among the Issuer, The Bank of New York Mellon (the “Trustee”) Trustee and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”)Notes Collateral Agent, as further amended supplemented by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture dated as of February 8, 2019, among the Issuer, the Guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), Trustee (as it may be further amended pursuant or supplemented from time to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together time in accordance with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior secured obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.875% Senior First Lien Notes due 2026 referred to in the Indenture. The Notes include (i) $700,000,000 principal amount of the Issuer’s 6.875% Senior First Lien Notes due 2026 issued under the Indenture on February 8, 2019 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to February 8, 2019 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30September 19, 2006 (the “Original Indenture”)2024, among the Issuer, The Bank of New York Mellon the Guarantors named therein and from time to time party thereto, the Trustee and the Notes Collateral Agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Base Indenture”), as further amended and supplemented by a supplemental indenture the First Supplemental Indenture, dated March 9as of December 2, 2007 2024, among the Issuer, the Guarantors named therein and from time to time party thereto, the Trustee and the Notes Collateral Agent (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with and the Base Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as may be further amended pursuant or supplemented from time to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together time in accordance with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior secured obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is an Additional Note under the Indenture and the Company shall be entitled to issue further Additional Notes as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes, to the maximum extent possible, shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes or if the Company otherwise determines that any Additional Notes should be differentiated from the Initial Notes. The Additional Notes can be issued without the consent of any Holder, subject to compliance with any covenants set forth in the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, permitted activities of the Issuer, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Supplemental Indenture (Ryan Specialty Holdings, Inc.)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30May 9, 2006 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerIssuers, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Guarantors, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Agent and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuers. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 9% Senior Notes due 2018 referred to in the Indenture. The Original Notes include (i) $200,000,000 aggregate principal amount of the Issuers’ 9% Senior Notes due 2018 issued under the Indenture on May 9, 2012 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to May 9, 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates, the business activities of Affinity Finance and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Affinity Gaming, LLC)
Indenture. The Issuer Company issued the 2033 Notes as a series of Securities under an the Indenture dated as of October 30May 31, 2006 2023 (the “Original Base Indenture”)) between the Company and the Trustee, among as supplemented by the IssuerFirst Supplemental Indenture dated as of May 31, The Bank of New York Mellon 2023 (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Base Indenture and any one or more additional supplemental indentures thereto applicable to the Second Supplemental Indenture2033 Notes, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, herein called the “Indenture”) among the Company, Ovintiv Canada ULC, a British Columbia corporation (the “Subsidiary Guarantor”), and the Trustee. The terms of the 2033 Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The 2033 Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such those terms. In the event of any inconsistency between the terms of this 2033 Note and provisionsthe terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,0002033 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2033 Note is one of the Original 6.250% Senior Notes due 2033 referred to in the Indenture. The Original 2033 Notes include (i) $600,000,000 aggregate principal amount of the Company’s 6.250% Senior Notes due 2033 issued under the Indenture on May 31, 2023 in an offering registered under the Securities Act (the “Initial 2033 Notes”), and (ii) if and when issued, an unlimited principal amount of additional 6.250% Senior Notes due 2033 that may be issued from time to time, under the Indenture, subsequent to May 31, 2023 (the “Additional 2033 Notes” and, together with the Initial 2033 Notes, the “2033 Notes”). The Initial 2033 Notes and any the Additional 2033 Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien series of Securities for all purposes of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30February 21, 2006 2025 (the “Original Base Indenture”), as supplemented and amended by the First Supplemental Indenture dated as of February 21, 2025 (the “First Supplemental Indenture” and the Base Indenture, as so supplemented and amended and further supplemented or amended from time to time with respect to the Notes, the “Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Subsidiary Guarantors and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the First Supplemental Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured, unsubordinated obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000Company. This Note is one of the Original Initial Notes referred to in the Indenture. The Original Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.3 of the First Supplemental Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture and will be equally and ratably secured by imposes certain limitations on the Lien ability of the Security Document with respect Company and its Subsidiaries to the Collateral. To the extent of any conflict between the terms of the Notes create Liens, enter into sale and the Indenture, the applicable terms of the Indenture shall governlease-back transactions and enter into mergers and consolidations.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30, 2006 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 2010 (the “First Supplemental Indenture”), as further it may be amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”), among Blue Acquisition Sub, Inc. and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original Notes 9⅞% Senior Notes, Series A, due 2018 referred to in the Indenture. The Original Notes include (i) $800,000,000 principal amount of the Issuer’s 9⅞% Senior Notes, Series A, due 2018 issued under the Indenture on October 19, 2010 (the “Initial Notes”), (ii) if and when issued, additional 9⅞% Senior Notes, Series A, due 2018 or 9⅞% Senior Notes, Series B, due 2018 of the Issuer that may be issued from time to time under the Indenture subsequent to October 19, 2010 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 9⅞% Senior Notes, Series B, due 2018 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under for all purposes of the Indenture and will be equally and ratably secured by the Lien of the Security Document Documents. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Burger King Holdings Inc)
Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 11-1/4% Senior Notes Due 2008, Series B (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $400,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of October 30November 25, 2006 1998, by and between the Company and U.S. Bank Trust National Association, as trustee (herein called the “Original "Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Issuerrespective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Bank of New York Mellon Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as further amended by a supplemental indenture dated March 9, 2007 (single class of securities under the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (. All capitalized terms used in this Note which are defined in the “Third Supplemental Indenture”, together with the First Supplemental Indenture and not otherwise defined herein shall have the Second Supplemental meanings assigned to them in the Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part to the Trust Indenture Act of 1939 (15 U.S.C. Section Section 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred No reference herein to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien no provisions of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms this Note or of the Indenture shall governalter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed.
Appears in 1 contract
Samples: Indenture (Verio Inc)
Indenture. The Issuer Company issued the 2027 Notes under an Indenture dated as of October 30May 7, 2006 2020 (the “Original Indenture”), among the IssuerCompany, The the Guarantors, the Trustee and U.S. Bank of New York Mellon National Association, as notes collateral agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “IndentureNotes Collateral Agent”). The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture, unless otherwise indicated. The 2027 Notes are subject to all terms and provisions of the indentureIndenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the 2027 Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The 2027 Notes are senior secured obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000Company. [This 2027 Note is one of the Original Initial Notes referred to in the Indenture and is referred to herein as the “Initial 2027 Notes.”]9 The 2027 Notes comprise a series of Notes issued under the Indenture and include the Initial Notes of such series [(the “Initial 2027 Notes”)] and any Additional Notes of such series. In addition to the 2027 Notes, the 2023 Notes and the 2025 Notes are additional series of notes issued under the Indenture. , and the 2027 Notes, together with the 2023 Notes and the 2025 Notes, are herein collectively referred to as “the Notes.” The Original Initial 2027 Notes and any Additional Notes are of such series may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes of such series are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture and will be equally and ratably secured by imposes certain limitations on the Lien ability of the Security Document Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with respect Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Collateral. To Company that is not an Excluded Subsidiary and that is required to guarantee the extent Guaranteed Obligations pursuant to Section 4.11 of any conflict between the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Samples: Indenture (Gap Inc)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 3014, 2006 (the “Original Indenture”)2021, among the Issuer, The Bank of New York Mellon the Guarantors named therein and the Trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 4.000% Senior Notes due 2029 referred to in the Indenture. The Notes include (i) $500,000,000 principal amount of the Issuer’s 4.000% Senior Notes due 2029 issued under the Indenture on October 14, 2021 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to October 14, 2021 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the Incurrence of indebtedness, the making of restricted payments, the sale of assets, the Incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Thor Industries Inc)
Indenture. The Issuer Obligor issued the Notes this Senior Note under an Indenture dated as of October 30, 2006 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9May 29, 2007 (the “Second Supplemental Base Indenture”) ), between the Obligor and a the Trustee, as supplemented by that certain second supplemental indenture dated April August 21, 2013 and that certain third supplemental indenture dated June 27, 2007 2016, and as further supplemented by the Fourth Supplemental Indenture, dated as of December 9, 2019 (the “Third Fourth Supplemental Indenture”” and, together as supplemented, with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes this Senior Note include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are This Senior Note is subject to all terms and provisions of the indentureIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms any provision of the Notes this Senior Note and the Indenture, the applicable terms Indenture shall govern such provision. This Senior Note is a senior unsecured obligation of the Obligor of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture shall governimposes certain limitations on the ability of the Obligor and its Significant Subsidiaries to, among other things, create or incur Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the ability of the Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Broadridge Financial Solutions, Inc.)
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30September 29, 2006 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 4.625% Senior Notes due 2029 referred to in the Indenture. The Notes include (i) $500,000,000 principal amount of the Company’s 4.625% Senior Notes due 2029 issued under the Indenture on September 29, 2021 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to September 29, 2021 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are part of the same issue as the Notes offered hereby and are fungible with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Diversey Holdings, Ltd.)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30May 9, 2006 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerIssuers, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Guarantors, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Agent and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuers. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 9% Senior Notes due 2018 referred to in the Indenture. The Original Notes include (i) $200,000,000 aggregate principal amount of the Issuers’ 9% Senior Notes due 2018 issued under the Indenture on May 9, 2012 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to May 9, 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuers’ 9% Senior Notes due 2018 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates, the business activities of Affinity Finance and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Affinity Gaming, LLC)
Indenture. The Issuer Company issued the Notes under pursuant to an Indenture dated as of October 30April 28, 2006 2013 (the “Original Base Indenture”), ) among the IssuerCompany, The Bank the Guarantors and the Trustee, as amended and supplemented with respect to the Notes by the Twenty-Sixth Supplemental Indenture dated as Table of New York Mellon Contents of April 27, 2017 (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Twenty-Sixth Supplemental Indenture”); the Base Indenture, as further amended supplemented by a supplemental indenture dated March 9, 2007 (the “Second Eleventh Supplemental Indenture”) , dated as of May 1, 2013 by and a supplemental indenture dated April 27among the Company, 2007 (the “Third guarantors party thereto and the Trustee, the Sixteenth Supplemental Indenture”, together with dated as of August 11, 2014 by and among the First Supplemental Indenture Company, the guarantors party thereto and the Trustee, the Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among the Company, the guarantors party thereto and the Trustee, and the Twenty-Second Supplemental Indenture, dated as of August 30, 2016, by and among the “Supplemental Indentures”)Company, the guarantors party thereto and the Trustee, and as further amended pursuant to an amended and restated indenture dated October 15, 2009 (supplemented in respect of the “Amended and Restated Notes by the Twenty-Sixth Supplemental Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the TIA. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and, to the extent so included in the Indenture, to the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured, unsubordinated obligations of the Issuer and are issued in an initial Company. The Indenture does not limit the aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will that may be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall governissued thereunder.
Appears in 1 contract
Samples: Indenture (T-Mobile US, Inc.)
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30December 6, 2006 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) Guarantors and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Trust Company, 2006 N.A. (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “IndentureTrustee”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original Notes 7.125% Senior Notes, Series A, due 2021 referred to in the Indenture. The Original Notes include (i) $182,060,000 principal amount of the Issuer’s 7.125% Senior Notes, Series A, due 2021 issued under the Indenture on December 6, 2011 (the “Initial Notes”) and (ii) if and when issued, additional 7.125% Senior Notes, Series A, due 2021 or 7.125% Senior Notes, Series B, due 2021 of the Issuer that may be issued from time to time under the Indenture subsequent to December 6, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of secured indebtedness and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Supplemental Indenture (Superior Energy Services Inc)
Indenture. The Issuer issued Reference is made hereby to (i) the Notes under an Indenture dated as of October 304, 2006 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (ii) the Tenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Issuer, the Parent Guarantor and the Trustee, providing for the Issuer as the successor issuer and (iii) the Thirtieth Supplemental Indenture thereto dated as of February 15, 2018 (the “Thirtieth Supplemental Indenture”), among the Issuer, The Bank the Parent Guarantor and the Trustee, providing for the issuance of New York Mellon (Debt Securities of the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. series whose designation appears on the face hereof. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended and supplemented by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Tenth Supplemental Indenture and the Second Thirtieth Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Supplemental IndenturesIndenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. This Security is one of a duly authorized issue of Debt Securities of the series designated by the Issuer as “2.800% Senior Notes due 2021” (such series of Debt Securities being referred to herein as the “Securities”), as further amended all of which are issued or to be issued under and pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes Securities include those stated in the Indenture. Terms defined in the Indenture , and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes Securities are subject to all terms and provisions of the indenturesuch terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations a description of the Issuer rights, limitations of rights, obligations, duties and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one immunities thereunder of the Original Notes referred to in Trustee, the IndentureIssuer, the Parent Guarantor and the Holder hereof. The Original Notes If and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is required to be included in the Indenture or is deemed applicable to the Indenture by virtue of the provisions of the TIA, such required provision shall governcontrol.
Appears in 1 contract
Samples: Supplemental Indenture (Enterprise Products Partners L P)
Indenture. The Issuer issued the Notes under an a Base Indenture dated as of October 30April 16, 2006 2015 as supplemented by a Supplemental Indenture dated as of April 16, 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Guarantors party thereto and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 5.625% Senior Notes due 2023 referred to in the Indenture. The Original Notes include (i) $500,000,000 principal amount of the Issuer’s 5.625% Senior Notes due 2023 issued under the Indenture on April 16, 2015 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 16, 2015 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: First Supplemental Indenture (ExamWorks Group, Inc.)
Indenture. The Issuer issued the Notes under an Indenture dated as of October June 30, 2006 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Agent and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustees. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 5.50% Senior Notes due 2024 referred to in the Indenture. The Original Notes include (i) €450,000,000 aggregate principal amount of the Issuer’s 5.50% Senior Notes due 2024 issued under the Indenture on June 30, 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to June 30, 2016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Cott Corp /Cn/)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30September 1, 2006 (the “Original Indenture”)2023, among the Issuer, The Bank of New York Mellon the Guarantors, the Trustee and the Secured Notes Collateral Agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 9.0% / 12.0% Cash / PIK Senior Secured Notes due 2028 referred to in the Indenture. The Notes include (i) $980,815,000 principal amount of the Issuer’s 9.0% / 12.0% Cash / PIK Senior Secured Notes due 2028 issued under the Indenture on September 1, 2023 (the “Initial Notes”), (ii) PIK Notes issued from time to time as a result of a PIK Payment under the Indenture and (iii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to September 1, 2023 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes, the Additional Notes and the PIK Notes, to the maximum extent possible, shall be considered collectively as a single class for all purposes of the Indenture; provided that any Additional Notes will not be issued with the same CUSIP number, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax and securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Carvana Co.)
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30July 11, 2006 (the “Original Indenture”)2024, among the Issuer, The Bank of New York Mellon Holdings, the other Guarantors from time to time party thereto, the Trustee and the Notes Collateral Agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior secured obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 10.000% Senior Secured Notes due 2029 referred to in the Indenture. The Notes include (i) $285,000,000 aggregate principal amount of the Issuer’s 10.000% Senior Secured Notes due 2029 issued under the Indenture on July 11, 2024 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 11, 2024 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (CPI Card Group Inc.)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30February 10, 2006 (the “Original Indenture”)2022, among the Issuer, The Bank of New York Mellon the Guarantors party thereto from time to time, the Trustee and the Notes Collateral Agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”), to be supplemented by the Supplemental Indenture, dated as of the Spin-Off Date, among the Issuer, the Subsidiary Guarantors, the Trustee and the Notes Collateral Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 5.000% Senior Secured Notes due 2030 referred to in the Indenture. The Notes include (i) $500,000,000 principal amount of the Issuer’s 5.000% Senior Secured Notes due 2030 issued under the Indenture on February 10, 2022 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to February 10, 2022 (the “Additional Notes”) as provided in Section 2.01(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture, including with respect to redemptions and offers to purchase; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes or if the Issuer otherwise determines that any such Additional Notes should be differentiated from any other Notes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from guarantors and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information to the Trustee and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Embecta Corp.)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30April 1, 2006 1998 (as it may be amended or supplemented from time to time in accordance with the “Original terms thereof, the "Indenture”"), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Issuers and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders Noteholders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are unsecured senior obligations of the Issuer and are issued in an initial Issuers limited to $200,000,000 aggregate principal amount at maturity maturity, except for Notes authenticated and delivered upon registration of €125,000,000transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 307, 310, 906, 1012, 1013 or 1108 or pursuant to an Exchange Offer or Private Exchange Offer, and, subject to compliance with the covenants contained in this Indenture, including Section 1008 as a new Incurrence of Indebtedness by the Issuers, up to $150,000,000 aggregate principal amount of Additional Notes having substantially identical terms and conditions as the Initial Notes. This Note is one of the Original [Initial]/1/ Notes referred to in the Indenture. The Original Notes include the Notes and any Exchange Notes or Private Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, the Additional Notes, the Exchange Notes and the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture and will be equally and ratably secured imposes certain limitations on the Incurrence of Indebtedness by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes Issuers, and the IndentureIssuers' Restricted Subsidiaries, the applicable terms payment of dividends on, and the purchase or redemption of Equity Interests of Mediacom and its Restricted Subsidiaries, the sale or transfer of assets, investments of Mediacom and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture shall governlimits the ability of Mediacom and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.
Appears in 1 contract
Samples: Indenture (Mediacom LLC)
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30March 26, 2006 2021, between the Company and the Guarantors named therein and the Trustee (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as it may be further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.125% Senior Notes due 2028 referred to in the Indenture. The Notes include (i) $600,000,000 principal amount of the Company’s 6.125% Senior Notes due 2028 issued under the Indenture on March 26, 2021 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to March 26, 2021 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (loanDepot, Inc.)
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30August 25, 2006 (the “Original Indenture”)2020, among the IssuerIssuers, The Bank of New York Mellon (the “Trustee”) Trustee and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”)Notes Collateral Agent[, as further amended supplemented by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture dated as of [ ], 202[ ], among the Issuers, the Guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), Trustee] (as further it may be [further] amended pursuant or supplemented from time to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together time in accordance with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior secured obligations of the Issuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 7.750 % Senior First Lien Notes due 2028 referred to in the Indenture. The Notes include (i) $1,400,000,000 principal amount of the Issuer’s 7.750% Senior First Lien Notes due 2028 issued under the Indenture on August 25, 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to August 25, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Windstream Parent, Inc.)
Indenture. The Issuer (a) This Bond is one of a duly authorized issue of debentures, notes or other evidence of indebtedness of the Company (including the related Guarantees, the "Securities") of the series hereinafter specified, all issued the Notes or to be issued under and pursuant to an Indenture indenture dated as of October 30June 25, 2006 1999, between the Company, the Guarantors and Firstar Bank, National Association, as Trustee, as supplemented by the First Supplemental Indenture dated June 25, 1999, the Second Supplemental Indenture dated June 25, 1999, the Third Supplemental Indenture dated June 25, 1999, the Fourth Supplemental Indenture dated September 22, 1999, the Fifth Supplemental Indenture dated September 22, 1999, and the Sixth Supplemental Indenture dated September 22, 1999 (the “Original "Indenture”"), among duly executed and delivered by the IssuerCompany to Firstar Bank, The Bank of New York Mellon National Association, as Trustee (the “"Trustee”", which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a description of the rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Securities.
(b) The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and The Bank may otherwise vary as provided in the Indenture. This Bond is one of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19series of the Securities designated as the Puttable Reset Securities PURSSM due October 1, 2006 2010 of the Company, limited in aggregate principal amount to $275,000,000 (the “First Supplemental "Bonds"). The PURS constitute a separate series of Securities under the Indenture”.
(c) The provisions of this Bond (including those relating to the Call Option and Put Option), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture provisions of the Indenture, shall govern the rights, obligations, duties and immunities of the holders hereof, the Company and the Second Supplemental Trustee with respect to this Bond, provided that, if any provision of this Bond necessarily conflicts with any provision of the Indenture, the “Supplemental Indentures”), as further amended pursuant provision of this Bond shall be controlling to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes include those stated in fullest extent permitted under the Indenture. .
(d) Terms used and not defined herein that are defined in the Indenture and not defined herein shall have the respective meanings ascribed assigned thereto in the Indenture. Only those TIA sections that are specifically referred to in Unless the Indenture are incorporated by reference context requires otherwise, terms defined herein include the plural as well as the singular and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenturevice-versa, and Holders are referred the words "herein" and "hereof", and words of similar import, refer to the Indenture for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated this Bond as a single class under the Indenture whole and will be equally and ratably secured by the Lien of the Security Document with respect not to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall governparticular paragraph or other subdivision.
Appears in 1 contract
Samples: Supplemental Indenture (Kroger Co)
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30June 15, 2006 (the “Original Indenture”), among between the IssuerCompany and Xxxxx Fargo Bank, The Bank of New York Mellon National Association, as trustee (the “Trustee”) and The Bank ), as supplemented by the First Supplemental Indenture dated as of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19May 27, 2006 2009 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Indenture and the Second Supplemental Original Indenture, the “Supplemental Indentures”), as it may be further amended pursuant or supplemented from time to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together time in accordance with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”)) between the Company and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”; provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisionsthose terms. The Notes are general unsecured senior obligations of the Issuer and are issued in an initial Company. The aggregate principal amount at maturity of €125,000,000securities that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 10¼% Senior Notes due 2014 referred to in the IndentureIndenture (the “Notes”). The Original Notes include (i) $325,000,000 aggregate principal amount of the Notes issued under the Indenture on May 27, 2009 and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to May 27, 2009 (herein called “Additional Notes”). The Notes and any Additional Notes are will be treated as a single class of securities under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Indenture. The Issuer issued the 2028 Notes under an Indenture Indenture, dated as of October 30May 6, 2006 2011 (the “Original Base Indenture”), among the Issuer, The Bank of New York Mellon Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), and Computershare Trust Company, N.A., as successor to Wxxxx Fargo Bank, National Association, as trustee (the “Base Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original as amended with respect to the 2028 Notes by the Fourteenth Supplemental Indenture was amended by a supplemental indenture dated December 19August 24, 2006 2023 (the “First Fourteenth Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), among the Issuer, the guarantors party thereto (the “Guarantors”), the Base Trustee and the Trustee, which collectively constitutes the Indenture governing the 2028 Notes. The terms of the 2028 Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”). The 2028 Notes are subject to include all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The This 2028 Note is one of a series of securities designated as the 6.350% Senior Notes are senior obligations due 2028 of the Issuer and are issued Issuer. Capitalized terms used herein have the same meanings given in an initial the Indenture unless otherwise indicated. The aggregate principal amount at maturity of €125,000,000. This Note is one of the Original 2028 Notes referred to in the Indenture. The Original Notes which may be authenticated and any Additional Notes are treated as a single class delivered under the Indenture and will shall be equally and ratably secured by unlimited. In addition, the Lien aggregate principal amount of the Security Document with respect to the Collateral. To the extent Securities of any conflict between the terms of the Notes class or series which may be authenticated and the Indenture, the applicable terms of delivered under the Indenture shall governbe unlimited, provided that such Securities shall rank equally with the 2028 Notes.
Appears in 1 contract
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30December 16, 2006 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Guarantors, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Agent and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa‑77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Company. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 5.375% Senior Notes due 2021 referred to in the Indenture. The Original Notes include (i) $300,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2021 issued under the Indenture on December 16, 2013 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to December 16, 2013 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Churchill Downs Inc)
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30May 6, 2006 2011 (the “Original Base Indenture”), among the Issuer, The Bank of New York Mellon Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), and Computershare Trust Company, N.A., as successor to Xxxxx Fargo Bank, National Association, as trustee (the “Base Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original as amended with respect to the Notes by the Fifteenth Supplemental Indenture was amended by a supplemental indenture dated December 19March 14, 2006 2025 (the “First Fifteenth Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), among the Issuer, the guarantors party thereto (the “Guarantors”), the Base Trustee, U.S. Bank Trust Company, National Association, as Trustee, Registrar and Transfer Agent, U.S. Bank Europe DAC, UK Branch (formerly known as Elavon Financial Services DAC, UK Branch) (until such times as a successor may be appointed by the Issuer), as Paying Agent, which collectively constitutes the Indenture governing the Notes. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”). The Notes are subject to include all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The This Note is one of a series of securities designated as the 5.000% Senior Notes are senior obligations due 2031 of the Issuer and are issued Issuer. Capitalized terms used herein have the same meanings given in an initial the Indenture unless otherwise indicated. The aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes which may be authenticated and any Additional Notes are treated as a single class delivered under the Indenture and will shall be equally and ratably secured by unlimited. In addition, the Lien aggregate principal amount of the Security Document with respect to the Collateral. To the extent Securities of any conflict between the terms of the Notes class or series which may be authenticated and the Indenture, the applicable terms of delivered under the Indenture shall governbe unlimited, provided that such Securities shall rank equally with the Notes.
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Indenture. The Issuer issued the Notes under an Indenture dated as of October 30April 2, 2006 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon the guarantors party thereto (the “TrusteeGuarantors”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such those terms. In the event of conflict between the Notes and the Indenture, the terms and provisionsof the Indenture shall control. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 4.750% Senior Notes due 2019 referred to in the Indenture. The Original Notes include (i) $325,000,000 principal amount of the Issuer’s 4.750% Senior Notes due 2019 issued under the Indenture on April 2, 2014 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 2, 2014 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 4.750% Senior Notes due 2019 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Igate Corp)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30May 6, 2006 (the “Original Indenture”)2022, among the Issuer, The Bank of New York Mellon the Guarantors and the Trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 10.2500% Senior Notes due 2030 referred to in the Indenture. The Notes include (i) $3,275,000,000 principal amount of the Issuer’s 10.2500% Senior Notes due 2030 issued under the Indenture on May 6, 2022 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to May 6, 2022 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax or securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Carvana Co.)
Indenture. The Issuer Company issued the Notes under an Indenture Indenture, dated as of October 30March 10, 2006 1998 (the “Original "Indenture”"), among the IssuerCompany, The Bank each of New York Mellon the Subsidiary Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Initial Notes of the Company designated as its 9 1/4% Senior Subordinated Notes due 2006, Series B (the “Trustee”"Exchange Notes"), limited (except as otherwise provided in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 in aggregate principal amount to $200,000,000 which may be issued under the Indenture. (the “First Supplemental Indenture”"Exchange Notes"). The Notes include the 9 1/4% Senior Subordinated Notes due 2006, Series A (the "Initial Notes"), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Private Exchange Notes and the Second Supplemental IndentureExchange Notes, issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture Private Exchange Notes and the Supplemental Indentures, Exchange Notes are treated as a single class of securities under the “Indenture”). Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part to the Trust Indenture Act of 1939 (15 U.S. Code 77aaa- 77bbbb) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. The Notes are general unsecured obligations of the Company. Payment on each Note is guaranteed on a senior subordinated basis by the Subsidiary Guarantors pursuant to Article Twelve of the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the indenture, and Holders are referred to the Indenture for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, as the applicable terms of the Indenture shall governsame may be amended from time to time in accordance with its terms.
Appears in 1 contract
Samples: Indenture (Sitel Corp)
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30February 11, 2006 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 5.000% Senior Notes due 2030 referred to in the Indenture. The Notes include (i) $550,000,000 principal amount of the Company’s 5.000% Senior Notes due 2030 issued under the Indenture on February 11, 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to February 11, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Indenture. The Issuer issued Reference is made hereby to (i) the Notes under an Indenture dated as of October 304, 2006 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (ii) the Tenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Issuer, the Parent Guarantor and the Trustee, providing for the Issuer as the successor issuer and (iii) the Thirty-Third Supplemental Indenture thereto dated as of July 8, 2019 (the “Thirty-Third Supplemental Indenture”), among the Issuer, The Bank the Parent Guarantor and the Trustee, providing for the issuance of New York Mellon (Debt Securities of the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. series whose designation appears on the face hereof. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended and supplemented by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Tenth Supplemental Indenture and the Second Thirty-Third Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Supplemental IndenturesIndenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. This Security is one of a duly authorized issue of Debt Securities of the series designated by the Issuer as “4.200% Senior Notes due 2050” (such series of Debt Securities being referred to herein as the “Securities”), as further amended all of which are issued or to be issued under and pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes Securities include those stated in the Indenture. Terms defined in the Indenture , and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes Securities are subject to all terms and provisions of the indenturesuch terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations a description of the Issuer rights, limitations of rights, obligations, duties and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one immunities thereunder of the Original Notes referred to in Trustee, the IndentureIssuer, the Parent Guarantor and the Holder hereof. The Original Notes If and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is required to be included in the Indenture or is deemed applicable to the Indenture by virtue of the provisions of the TIA, such required provision shall governcontrol.
Appears in 1 contract
Samples: Thirty Third Supplemental Indenture (Enterprise Products Partners L P)
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October September 30, 2006 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 5.500% Senior Notes due 2024 referred to in the Indenture. The Notes include (i) $425,000,000 principal amount of the Company’s 5.500% Senior Notes due 2024 issued under the Indenture on September 30, 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to September 30, 2016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Versum Materials, Inc.)
Indenture. The Issuer Obligor issued the Notes this 2022 Senior Note under an Indenture dated as of October 30, 2006 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 924, 2007 (the “Second Base Indenture”), between the Obligor and the Trustee, as supplemented by the Sixth Supplemental Indenture”) and a supplemental indenture , dated April 27as of September 13, 2007 2012 (the “Third Sixth Supplemental Indenture”Indenture and, together with the First Supplemental Indenture and the Second Supplemental Base Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), between the Obligor and the Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes this 2022 Senior Note include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are This 2022 Senior Note is subject to all terms and provisions of the indentureIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms any provision of the Notes this 2022 Senior Note and the Indenture, the applicable terms Indenture shall govern such provision. This 2022 Senior Note is a senior unsecured obligation of the Obligor of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture shall governimposes certain limitations on the ability of the Obligor and its Subsidiaries to, among other things, create or incur Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the ability of the Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Agilent Technologies Inc)
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30April 20, 2006 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.875% Senior Notes due 2025 referred to in the Indenture. The Notes include (i) $500,000,000 principal amount of the Company’s 6.875% Senior Notes due 2025 issued under the Indenture on April 20, 2017 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 20, 2017 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the Incurrence of Indebtedness, the making of restricted payments, the sale of assets, the Incurrence of certain Liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Samples: Indenture (TUTOR PERINI Corp)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30January 4, 2006 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Subsidiary Guarantors and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders Noteholders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 8.375% Senior Notes due 2026 referred to in the Indenture. The Original Notes include (i) $500,000,000 aggregate principal amount of Notes issued under the Indenture on January 4, 2021 (herein called “Initial Notes”) and (ii) if and when issued, Additional Notes as provided in the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the entering into of affiliate transactions, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Issuer under the Indenture and will the Notes when and as the same shall be equally due and ratably secured payable, whether at maturity, by the Lien of the Security Document with respect acceleration or otherwise, according to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture shall governIndenture.
Appears in 1 contract
Samples: Indenture (ANTERO RESOURCES Corp)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30November 5, 2006 2010 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”), among Viking Acquisition Inc. and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original Notes 9¼% Senior Notes, Series B, due 2018 referred to in the Indenture. The Original Notes include (i) $275,000,000 principal amount of the Issuer’s 9¼% Senior Notes, Series A, due 2018 issued under the Indenture on November 5, 2010 (the “Initial Notes”), (ii) if and when issued, additional 9¼% Senior Notes, Series A, due 2018 or 9¼% Senior Notes, Series B, due 2018 of the Issuer that may be issued from time to time under the Indenture subsequent to November 5, 2010 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 9¼% Senior Notes, Series B, due 2018 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under for all purposes of the Indenture and will be equally and ratably secured by the Lien of the Security Document Documents. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Armored AutoGroup Inc.)
Indenture. The Issuer issued the Series B Second Lien Notes under an Indenture Indenture, dated as of October 306, 2006 2010 (the “Original Existing Indenture”), among the Issuer, The Bank of New York Mellon (the “Guarantors named therein and the Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended , as supplemented by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), dated as further amended by a supplemental indenture dated March 9of October 20, 2007 2010, among the Issuer, the Guarantors named therein and the Trustee (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Existing Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturessupplemented, the “Indenture”). This Series B Second Lien Note is one of a duly authorized issue of notes of the Issuer designated as its 15% Senior Secured Second Lien Notes due 2021, Series B. The Issuer shall be entitled to issue Additional Series B Second Lien Notes pursuant to Sections 2.01, 4.09 and 4.12 of the Indenture. The Second Lien Notes (including any Exchange Notes issued in exchange therefor) and the Series B Second Lien Notes (including any Exchange Notes issued in exchange therefor) (collectively referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. In addition, the Notes will be treated along with certain other Pari Passu Secured Indebtedness of the Issuer as a single class for amendments and waivers and for taking certain other actions. The terms of the Series B Second Lien Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Series B Second Lien Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and such Act for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateralterms. To the extent any provision of any conflict between this Series B Second Lien Note conflicts with the terms express provisions of the Notes and the Indenture, the applicable terms provisions of the Indenture shall governgovern and be controlling.
Appears in 1 contract
Samples: First Supplemental Indenture (Energy Future Competitive Holdings CO)
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30November 5, 2006 2010 (the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was as it may be amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together or supplemented from time to time in accordance with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indenturesterms thereof, the “Indenture”), among Viking Acquisition Inc. and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original Notes 9¼% Senior Notes, Series A, due 2018 referred to in the Indenture. The Original Notes include (i) $275,000,000 principal amount of the Issuer’s 9¼% Senior Notes, Series A, due 2018 issued under the Indenture on November 5, 2010 (the “Initial Notes”), (ii) if and when issued, additional 9¼% Senior Notes, Series A, due 2018 or 9¼% Senior Notes, Series B, due 2018 of the Issuer that may be issued from time to time under the Indenture subsequent to November 5, 2010 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 9¼% Senior Notes, Series B, due 2018 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under for all purposes of the Indenture and will be equally and ratably secured by the Lien of the Security Document Documents. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: Indenture (Armored AutoGroup Inc.)
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30December 6, 2006 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) Guarantors and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Trust Company, 2006 N.A. (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “IndentureTrustee”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original Notes 7.125% Senior Notes, Series B, due 2021 referred to in the Indenture. The Original Notes include (i) $800,000,000 principal amount of the Issuer’s 7.125% Senior Notes, Series A, due 2021 issued under the Indenture on December 6, 2011 (the “Initial Notes”), (ii) if and when issued, additional 7.125% Senior Notes, Series A, due 2021 or 7.125% Senior Notes, Series B, due 2021 of the Issuer that may be issued from time to time under the Indenture subsequent to December 6, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 7.125% Senior Notes, Series B, due 2021 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, entering into transactions with affiliates, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, the consummation of mergers and consolidations and the activities of the Issuer prior to the consummation of the Acquisition. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and by certain subsidiaries. Upon the Indentureoccurrence of an Investment Grade Rating Event, certain covenants will no longer be in effect. Certain restrictions on the applicable terms Issuer will cease to be in effect upon the consummation of the Indenture shall governAcquisition.
Appears in 1 contract
Indenture. The Issuer Company issued the 2053 Notes as a series of Securities under an the Indenture dated as of October 30May 31, 2006 2023 (the “Original Base Indenture”)) between the Company and the Trustee, among as supplemented by the IssuerFirst Supplemental Indenture dated as of May 31, The Bank of New York Mellon 2023 (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”” and, together with the First Supplemental Base Indenture and any one or more additional supplemental indentures thereto applicable to the Second Supplemental Indenture2053 Notes, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, herein called the “Indenture”) among the Company, Ovintiv Canada ULC, a British Columbia corporation (the “Subsidiary Guarantor”), and the Trustee. The terms of the 2053 Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The 2053 Notes are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such those terms. In the event of any inconsistency between the terms of this 2053 Note and provisionsthe terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,0002053 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2053 Note is one of the Original 7.100% Senior Notes due 2053 referred to in the Indenture. The Original 2053 Notes include (i) $400,000,000 aggregate principal amount of the Company’s 7.100% Senior Notes due 2053 issued under the Indenture on May 31, 2023 in an offering registered under the Securities Act (the “Initial 2053 Notes”), and (ii) if and when issued, an unlimited principal amount of additional 7.100% Senior Notes due 2053 that may be issued from time to time, under the Indenture, subsequent to May 31, 2023 (the “Additional 2053 Notes” and, together with the Initial 2053 Notes, the “2053 Notes”). The Initial 2053 Notes and any the Additional 2053 Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien series of Securities for all purposes of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Indenture. The Issuer issued the Notes under an Indenture dated as of October 30, 2006 (the “Original Indenture”), among the Issuer, The Bank Hovnanian, the Guarantors and the Trustee, the terms of New York Mellon which have been established in the First Supplemental Indenture (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27as of February 14, 2007 2011, supplementing an Indenture dated February 14, 2011 (the “Third Supplemental Base Indenture”, together with as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”), pursuant to Section 2.3 of the Base Indenture. This Note is one of the Securities of the series designated as the “117/8% Senior Notes due 2015” of the Issuer. The Issuer may issue additional Notes of this series after this Note has been issued. This Note and any additional notes of this series subsequently issued under the Indenture shall be treated as a single series for all purposes under the Indenture and shall vote and consent together on all matters as one class, including, without limitation, waivers, amendments, redemption and offers to purchase. The terms of the Notes and the Guarantees include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part to the Trust Indenture Act of 1939, as amended (“TIA”), as in effect on the date of the Indenture. The Notes and the Guarantees are subject to all terms and provisions of the indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateralthem. To the extent permitted by applicable law, in the event of any conflict inconsistency between the terms of this Note and the Notes and terms of the Indenture, the applicable terms of the Indenture shall governwill control. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: X. Xxxxxxxxx Enterprises, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxxxx 00000, Attention: Corporate Controller.
Appears in 1 contract
Samples: First Supplemental Indenture (Hovnanian Enterprises Inc)
Indenture. The Issuer Company issued the 2025 Notes under an Indenture dated as of October 30May 7, 2006 2020 (the “Original Indenture”), among the IssuerCompany, The the Guarantors, the Trustee and U.S. Bank of New York Mellon National Association, as notes collateral agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “IndentureNotes Collateral Agent”). The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture, unless otherwise indicated. The 2025 Notes are subject to all terms and provisions of the indentureIndenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the 2025 Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The 2025 Notes are senior secured obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000Company. [This 2025 Note is one of the Original Initial Notes referred to in the Indenture and is referred to herein as the “Initial 2025 Notes.”]3 The 2025 Notes comprise a series of Notes issued under the Indenture and include the Initial Notes of such series [(the “Initial 2025 Notes”)] and any Additional Notes of such series. In addition to the 2025 Notes, the 2023 Notes and the 2027 Notes are additional series of notes issued under the Indenture. , and the 2025 Notes, together with the 2023 Notes and the 2027 Notes, are herein collectively referred to as “the Notes.” The Original Initial 2025 Notes and any Additional Notes are of such series may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes of such series are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture and will be equally and ratably secured by imposes certain limitations on the Lien ability of the Security Document Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with respect Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Collateral. To Company that is not an Excluded Subsidiary and that is required to guarantee the extent Guaranteed Obligations pursuant to Section 4.11 of any conflict between the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
Appears in 1 contract
Samples: Indenture (Gap Inc)
Indenture. The Issuer issued the Notes under an a Base Indenture dated as of October 30April 16, 2006 2015 as supplemented by a Supplemental Indenture dated as of April 16, 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Guarantors party thereto and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 5.625% Senior Notes due 2023 referred to in the Indenture. The Original Notes include (i) $500,000,000 principal amount of the Issuer’s 5.625% Senior Notes due 2023 issued under the Indenture on April 16, 2015 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 16, 2015 (the “Additional Notes”) as provided in Section 2.01(a) of the Indenture. The Initial Notes and any the Additional Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract
Samples: First Supplemental Indenture (ExamWorks Group, Inc.)
Indenture. The Issuer Company issued the Notes under an Indenture dated as of October 30June 15, 2006 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerCompany, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture guarantors named therein and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture for a statement of such terms and provisionsthose terms. The Notes are senior obligations In the event of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, the applicable terms of the Indenture shall governcontrol. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.375% Senior Notes due 2032 referred to in the Indenture. The Notes include (i) $700,000,000 principal amount of the Company’s 6.375% Senior Notes due 2032 issued under the Indenture on June 15, 2022 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to June 15, 2022 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
Appears in 1 contract
Indenture. The Issuer issued Reference is made hereby to (i) the Notes under an Indenture dated as of October 304, 2006 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (ii) the Tenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Issuer, the Parent Guarantor and the Trustee, providing for the Issuer as the successor issuer and (iii) the Thirtieth Supplemental Indenture thereto dated as of February 15, 2018 (the “Thirtieth Supplemental Indenture”), among the Issuer, The Bank the Parent Guarantor and the Trustee, providing for the issuance of New York Mellon (Debt Securities of the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. series whose designation appears on the face hereof. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended and supplemented by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Tenth Supplemental Indenture and the Second Thirtieth Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Supplemental IndenturesIndenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. This Security is one of a duly authorized issue of Debt Securities of the series designated by the Issuer as “4.250% Senior Notes due 2048” (such series of Debt Securities being referred to herein as the “Securities”), as further amended all of which are issued or to be issued under and pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”). The terms of the Notes Securities include those stated in the Indenture. Terms defined in the Indenture , and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes Securities are subject to all terms and provisions of the indenturesuch terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations a description of the Issuer rights, limitations of rights, obligations, duties and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one immunities thereunder of the Original Notes referred to in Trustee, the IndentureIssuer, the Parent Guarantor and the Holder hereof. The Original Notes If and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is required to be included in the Indenture or is deemed applicable to the Indenture by virtue of the provisions of the TIA, such required provision shall governcontrol.
Appears in 1 contract
Samples: Supplemental Indenture (Enterprise Products Partners L P)
Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of October 30December 6, 2006 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the “Trustee”) Guarantors and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19Trust Company, 2006 N.A. (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “IndentureTrustee”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer and are issued in an initial Issuer. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original Notes 7.125% Senior Notes, Series A, due 2021 referred to in the Indenture. The Original Notes include (i) $800,000,000 principal amount of the Issuer’s 7.125% Senior Notes, Series A, due 2021 issued under the Indenture on December 6, 2011 (the “Initial Notes”), (ii) if and when issued, additional 7.125% Senior Notes, Series A, due 2021 or 7.125% Senior Notes, Series B, due 2021 of the Issuer that may be issued from time to time under the Indenture subsequent to December 6, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 7.125% Senior Notes, Series B, due 2021 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, entering into transactions with affiliates, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, the consummation of mergers and consolidations and the activities of the Issuer prior to the consummation of the Acquisition. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and by certain subsidiaries. Upon the Indentureoccurrence of an Investment Grade Rating Event, certain covenants will no longer be in effect. Certain restrictions on the applicable terms Issuer will cease to be in effect upon the consummation of the Indenture shall governAcquisition.
Appears in 1 contract
Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of October 30July 17, 2006 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the IssuerIssuers, The Bank of New York Mellon (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, 2006 (the “First Supplemental Indenture”), as further amended by a supplemental indenture dated March 9, 2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture Guarantors and the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture and the Supplemental Indentures, the “Indenture”)Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a made part of the IndentureIndenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the indentureIndenture, and Holders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Notes are senior obligations of the Issuer and are issued in an initial Issuers. The aggregate principal amount at maturity of €125,000,000Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the Original 10.250% Senior Notes due 2019 referred to in the Indenture. The Original Notes include (i) $725,000,000 principal amount of the Issuers’ 10.250% Senior Notes due 2019 issued under the Indenture on July 17, 2012 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 17, 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuers’ 10.250% Senior Notes due 2019 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated shall be considered collectively as a single class under the Indenture and will be equally and ratably secured by the Lien for all purposes of the Security Document Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the Collateral. To provision of financial information and the extent provision of any conflict between the terms guarantees of the Notes and the Indenture, the applicable terms of the Indenture shall governby certain subsidiaries.
Appears in 1 contract