Common use of Indenture Clause in Contracts

Indenture. The Company issued the Notes under an Indenture dated as of July 14, 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 2 contracts

Sources: Indenture (Beach Acquisition Co Parent, LLC), Indenture (Skechers Usa Inc)

Indenture. The Company Obligor issued the Notes this 2013 Senior Note under an Indenture dated as of October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Fourth Supplemental Indenture, dated as of July 1420, 2025 2010 (as it may be amended or supplemented from time to time in accordance the “Fourth Supplemental Indenture and, together with the terms thereofBase Indenture, the “Indenture”), among between the Company, Obligor and the Guarantors named therein and U.S. Bank Trust Company, National Association, Trustee. Capitalized terms used herein are used as trustee (defined in the “Trustee”)Indenture unless otherwise indicated. The terms of the Notes this 2013 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”). The Notes are Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. This 2013 Senior Note is subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. In the event of a conflict between the terms any provision of the Notes this 2013 Senior Note and the terms of the Indenture, the terms Indenture shall govern such provision. This 2013 Senior Note is a senior unsecured obligation of the Indenture shall control. The Notes are senior unsecured obligations Obligor of the Company. The which an unlimited aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is at any one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 IndentureOutstanding. The Indenture imposes certain limitations on the incurrence ability of indebtednessthe Obligor and its Subsidiaries to, the making of restricted paymentsamong other things, the sale of assets, the incurrence of create or incur Liens and enter into 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 consolidationsSale-Leaseback Transactions. The Indenture also imposes requirements with respect to limitations on the provision of financial information and the provision of guarantees ability of the Notes by certain subsidiariesObligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.

Appears in 2 contracts

Sources: Fourth Supplemental Indenture (Agilent Technologies Inc), Fourth Supplemental Indenture (Agilent Technologies Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14September 30, 2025 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyCPG Merger Sub LLC, the Guarantors guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7508.000% Senior PIK Toggle Notes due 2033 2021 referred to in the Indenture. The Notes include (i) $2,200,000,000 315,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7508.000% Senior PIK Toggle Notes due 2033 2021 issued under the Indenture on July 14, 2025 (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 under in accordance with the Indenture subsequent to July 14September 30, 2025 2013 (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 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 IndentureIndenture and any security documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock, the making of restricted payments, the sale of assets, the incurrence of certain liens, dividend and other payment restrictions affecting restricted subsidiaries, the making sale of payments for consentsassets 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 provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.

Appears in 2 contracts

Sources: Indenture (CPG Newco LLC), Indenture (CPG Newco LLC)

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of July 14November 20, 2025 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein and U.S. Bank Trust CompanyCitibank, National AssociationN.A., as trustee (trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the “Trustee”)Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled Each Holder, by accepting a Note, agrees to issue PIK Notes after be bound by all of the date hereof 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 accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The At any 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 redemption price equal to the greater of (1) 100% of the principal amount of such Notes include to be redeemed and (2) the sum of the present value at such redemption date of (i) $2,200,000,000 principal amount the redemption price of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under the Indenture on July 14, 2025 (the Initial NotesOptional Redemption without a Make-Whole Premium”) and plus (ii) if and when issuedall required interest payments thereon through November 20, additional Notes that may be issued from time to time under the Indenture subsequent to July 142023 (excluding accrued but unpaid interest to, 2025 (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 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 indebtednessbut excluding, the making of restricted paymentsredemption date), 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 discounted to the provision redemption date on a semi-annual basis (assuming a 360-day year consisting of financial information twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the provision of guarantees of redemption date, as calculated by the Notes by certain subsidiariesIndependent Investment Banker.

Appears in 2 contracts

Sources: Indenture (Auna S.A.), Indenture (Auna S.A.A.)

Indenture. The Company issued the Notes under an Indenture dated as of July 14January 27, 2025 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7509.500% Senior PIK Toggle Notes due 2033 2023 referred to in the Indenture. The Notes include (i) $2,200,000,000 525,000,000 principal amount of the Company’s 10.000% / 10.7509.500% Senior PIK Toggle Notes due 2033 2023 issued under the Indenture on July 14January 27, 2025 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 July 14January 27, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax 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 2 contracts

Sources: Indenture (GCP Applied Technologies Inc.), Indenture (W R Grace & Co)

Indenture. The Company issued the Notes under an Indenture dated as of July 14, 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), the Guarantors party thereto, U.S. Bank Europe DAC, as Registrar and Transfer Agent for the Notes, U.S. Bank Europe DAC, UK Branch, as Paying Agent and the Notes Collateral Agent. The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured secured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.250% Senior PIK Toggle Secured Notes due 2033 2032 referred to in the Indenture. The Notes include (i) $2,200,000,000 €1,000,000,000 principal amount of the Company’s 10.000% / 10.7505.250% Senior PIK Toggle Secured Notes due 2033 2032 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 Common Code as the existing Notes unless such Additional Notes are part of the same issue as the Notes offered hereby 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 2 contracts

Sources: Indenture (Beach Acquisition Co Parent, LLC), Indenture (Skechers Usa Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14May 16, 2025 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, Issuer and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7508 5/8% Senior PIK Toggle Notes due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 465,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7508 5/8% Senior PIK Toggle Notes due 2033 2019 issued under the Indenture on July 14May 16, 2025 2011 (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 14May 16, 2025 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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 2 contracts

Sources: Indenture (Epicor International Holdings, Inc.), Indenture (Epicor Software Corp)

Indenture. The Company Obligor issued the Notes this 2020 Senior Note under an Indenture dated as of October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Fifth Supplemental Indenture, dated as of July 1420, 2025 2010 (as it may be amended or supplemented from time to time in accordance the “Fifth Supplemental Indenture and, together with the terms thereofBase Indenture, the “Indenture”), among between the Company, Obligor and the Guarantors named therein and U.S. Bank Trust Company, National Association, Trustee. Capitalized terms used herein are used as trustee (defined in the “Trustee”)Indenture unless otherwise indicated. The terms of the Notes this 2020 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”). The Notes are Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. This 2020 Senior Note is subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. In the event of a conflict between the terms any provision of the Notes this 2020 Senior Note and the terms of the Indenture, the terms Indenture shall govern such provision. This 2020 Senior Note is a senior unsecured obligation of the Indenture shall control. The Notes are senior unsecured obligations Obligor of the Company. The which an unlimited aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is at any one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 IndentureOutstanding. The Indenture imposes certain limitations on the incurrence ability of indebtednessthe Obligor and its Subsidiaries to, the making of restricted paymentsamong other things, the sale of assets, the incurrence of create or incur Liens and enter into 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 consolidationsSale-Leaseback Transactions. The Indenture also imposes requirements with respect to limitations on the provision of financial information and the provision of guarantees ability of the Notes by certain subsidiariesObligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.

Appears in 2 contracts

Sources: Fifth Supplemental Indenture (Agilent Technologies Inc), Fifth Supplemental Indenture (Agilent Technologies Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14January 4, 2025 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes 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 “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders Noteholders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7508.375% Senior PIK Toggle Notes due 2033 2026 referred to in the Indenture. The Notes include (i) $2,200,000,000 500,000,000 aggregate principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14January 4, 2025 2021 (the herein called “Initial Notes”) and (ii) if and when issued, additional Additional Notes that may be issued from time to time under the Indenture subsequent to July 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assetsassets and subsidiary stock, the incurrence of certain liens, the making entering into of payments for consentsaffiliate 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 the Notes 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 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.

Appears in 1 contract

Sources: Indenture (ANTERO RESOURCES Corp)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14November 5, 2025 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Viking Acquisition Inc. and the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the 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) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% 9¼% Senior PIK Toggle Notes Notes, Series B, due 2033 2018 referred to in the Indenture. The Notes include (i) $2,200,000,000 275,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.750% 9¼% Senior PIK Toggle Notes Notes, Series A, due 2033 2018 issued under the Indenture on July 14November 5, 2025 2010 (the “Initial Notes”) and ), (ii) if and when issued, additional Notes 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 July 14November 5, 2025 2010 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that Indenture and 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 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 IndentureSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assetsassets 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 provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.

Appears in 1 contract

Sources: Indenture (Armored AutoGroup Inc.)

Indenture. The Company Issuer issued the Series B Second Lien Notes under an Indenture Indenture, dated as of July 14October 6, 2025 2010 (the “Existing Indenture”), among the Issuer, the Guarantors named therein and the Trustee, as it may be amended or supplemented from time to time in accordance with by the terms thereofFirst Supplemental Indenture, dated as of October 20, 2010, among the Issuer, the Guarantors named therein and the Trustee (the Existing Indenture as supplemented, 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, among 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 CompanyIndenture. 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 Guarantors named therein Notes will be treated along with certain other Pari Passu Secured Indebtedness of the Issuer as a single class for amendments and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)waivers and for taking certain other actions. The terms of the Series B Second Lien Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 those such terms. In To the event extent any provision of a conflict between this Series B Second Lien Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall control. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that may govern and be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 subsidiariescontrolling.

Appears in 1 contract

Sources: First Supplemental Indenture (Energy Future Competitive Holdings CO)

Indenture. The Company issued the 2025 Notes under an Indenture dated as of July 14May 7, 2025 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein Guarantors, the Trustee and U.S. Bank Trust Company, National Association, as trustee notes collateral agent (the “TrusteeNotes Collateral Agent”). The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The 2025 Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. In If and to the event of a conflict between the terms extent that any provision of the 2025 Notes and the terms limits, qualifies or conflicts with a provision of the Indenture, the terms such provision of the Indenture shall control. The 2025 Notes are senior unsecured secured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. [This 2025 Note is one of the 10.000% / 10.750% Senior PIK Toggle Initial Notes due 2033 referred to in the Indenture. Indenture and is referred to herein as the “Initial 2025 Notes.”]3 The 2025 Notes include (i) $2,200,000,000 principal amount comprise a series of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 and include the Initial Notes of such series [(the “Initial 2025 Notes”) )] and (ii) if and when issuedany Additional Notes of such series. In addition to the 2025 Notes, additional Notes that may be issued from time to time under the Indenture subsequent to July 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial 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 Initial 2025 Notes and any Additional Notes shall of such series may, at the Company’s option, be considered collectively treated as a single class of securities for all purposes of under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes will of such series are not be issued fungible with the same CUSIP as the existing Notes unless such Additional Notes are part of the same issue as the Notes offered hereby with the existing Initial Notes for U.S. federal income Tax tax purposes. Any issuance of , the Additional Notes will be subject to Section 3.2 of the Indenturehave a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the incurrence ability of indebtednessthe Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the making of restricted payments, the sale of assets, the incurrence payment of certain liensdividends and distributions by such Restricted Subsidiaries, the making of payments for consentsenter into or permit certain transactions with Affiliates, the entering into of agreements that restrict distribution from restricted subsidiaries create or Incur Liens and the consummation of mergers and consolidationsmake Asset Sales. The Indenture also imposes requirements limitations on the ability of the Company and each Guarantor to consolidate or merge with respect 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 Company that is not an Excluded Subsidiary and that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the provision of financial information and the provision of guarantees terms of the Notes by certain subsidiariesIndenture.

Appears in 1 contract

Sources: Indenture (Gap Inc)

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of July 14August 17, 2025 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein and U.S. The Bank of New York Mellon Trust Company, National Association, as trustee N.A. (the “Trustee”). The terms of the 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) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7507.750% Senior PIK Toggle Notes Notes, Series A, due 2033 2024 referred to in the Indenture. The Notes include (i) $2,200,000,000 500,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7507.750% Senior PIK Toggle Notes Notes, Series A, due 2033 2024 issued under the Indenture on July 14August 17, 2025 2017 (the “Initial Notes”) and ), (ii) if and when issued, additional Notes 7.750% Senior Notes, Series A, due 2024 or 7.75% Senior Notes, Series B, due 2024 of the Issuer that may be issued from time to time under the Indenture subsequent to July 14August 17, 2025 2017 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture and (iii) if and when issued, the Issuer’s 7.750% Senior Notes, Series B, due 2024 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 the Additional Exchange 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 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

Sources: Indenture (Superior Energy Services Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14December 21, 2025 2018 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein Guarantors, the Trustee and U.S. Bank Trust CompanyWilmington Trust, National Association, as trustee (the “Trustee”)Collateral Agent. The terms of the Notes include those stated in the Indenture. The Issuer is not required to offer to exchange the Notes for notes registered under the Securities Act or otherwise register or qualify by prospectus the Notes for resale under the Securities Act. The Indenture will not be qualified under 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. The Notes are subject to all terms and provisions of the Indenture, and Holders Noteholders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes this Note and the terms of the Indenture, the terms of the Indenture shall govern and control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the IndentureIssuer. This Note is one of the 10.000Issuer’s 9.00% Cash / 10.7502.00% PIK Senior PIK Toggle Secured Second Lien Notes due 2033 2024 referred to in the Indenture. The Notes include (i) $2,200,000,000 545,000,000 aggregate principal amount of the CompanyIssuer’s 10.0009.00% Cash / 10.7502.00% PIK Senior PIK Toggle Secured Second Lien Notes due 2033 2024 issued under the Indenture on July 14December 21, 2025 2018 (the herein called “Initial Notes”) ), and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 14December 21, 2025 2018 in exchange for the Issuer’s 6.875% Senior Notes due 2022 in accordance with Section 3.3(b)(13), additional 9.00% Cash / 2.00% PIK Senior Secured Second Lien Notes due 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 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 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 assetsassets and subsidiary stock, the incurrence of certain liens, the making entering into of payments for consentsaffiliate transactions, the entering into of agreements that restrict distribution from certain 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. The Initial Notes issued on the Issue Date, any Additional Notes, any PIK Notes and any increase in the aggregate principal amount of Notes to pay PIK Interest will be treated as a single class for all purposes under the Indenture. 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 the Notes 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 Guarantors have unconditionally guaranteed (and future guarantors, together with the Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Ultra Petroleum Corp)

Indenture. The Company Issuer issued the Notes Securities under an Indenture dated as of July 14December 20, 2025 2002 (as it may be amended or supplemented from time pursuant to time in accordance with the terms thereofFirst Supplemental Indenture dated as of May 21, 2003 and the Second Supplemental Indenture dated as of October 19, 2007 by and between the Company and the Trustee, the “Indenture”), among ) by and between the Company, Company and the Guarantors named therein and U.S. Bank Trust Company, National Association, Trustee. This Security is one of a duly authorized issue of Securities of the Issuer. Capitalized terms herein are used as trustee (defined in the “Trustee”)Indenture unless otherwise defined herein. The terms of the Notes Securities 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. (S)(S) 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notes Notwithstanding anything to the contrary herein, the 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 those termsthem. In the event of a conflict between the terms The Securities are general obligations of the Notes Issuer unlimited in amount, of which an aggregate principal amount at maturity of $123,500,000 has been issued on the Issue Date.” (b) The text of each of Sections 8 and the terms 15 of the Indenture, the terms form of Note attached as Exhibit A and Exhibit B to the Indenture shall control. be deleted in its entirety and replaced with the following: “{Reserved}”. (c) The Notes are senior unsecured obligations “Option of Holder to Elect Purchase” form attached to the Company. The aggregate principal amount form of Notes that may be authenticated Note attached as Exhibit A and delivered under Exhibit B to the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 amended to delete 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to following: “or 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 4.17” 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“Section 4.17 ”.

Appears in 1 contract

Sources: Second Supplemental Indenture (Compass Minerals International Inc)

Indenture. The Company Issuer issued the Notes under an a Base Indenture dated as of July 14April 16, 2025 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 “Indenture”), among the CompanyIssuer, the Guarantors named therein party thereto and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.625% Senior PIK Toggle Notes due 2033 2023 referred to in the Indenture. The Notes include (i) $2,200,000,000 500,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7505.625% Senior PIK Toggle Notes due 2033 2023 issued under the Indenture on July 14April 16, 2025 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 July 14April 16, 2025 2015 (the “Additional Notes”) as provided in Section 2.1(a2.01(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; 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 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

Sources: First Supplemental Indenture (ExamWorks Group, Inc.)

Indenture. The Company issued the Notes under an Indenture dated as of July 14June 15, 2025 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7506.375% Senior PIK Toggle Notes due 2033 2032 referred to in the Indenture. The Notes include (i) $2,200,000,000 700,000,000 principal amount of the Company’s 10.000% / 10.7506.375% Senior PIK Toggle Notes due 2033 2032 issued under the Indenture on July 14June 15, 2025 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 July 14June 15, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (Builders FirstSource, Inc.)

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of July 14December 6, 2025 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein and U.S. The Bank of New York Mellon Trust Company, National Association, as trustee N.A. (the “Trustee”). The terms of the 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) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7507.125% Senior PIK Toggle Notes Notes, Series A, due 2033 2021 referred to in the Indenture. The Notes include (i) $2,200,000,000 800,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7507.125% Senior PIK Toggle Notes Notes, Series A, due 2033 2021 issued under the Indenture on July 14December 6, 2025 2011 (the “Initial Notes”) and ), (ii) if and when issued, additional Notes 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 July 14December 6, 2025 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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 indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assetsassets 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 and subsidiaries, the consummation of mergers and consolidationsconsolidations and the activities of the Issuer prior to the consummation of the Acquisition. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries. Upon the occurrence of an Investment Grade Rating Event, certain covenants will no longer be in effect. Certain restrictions on the Issuer will cease to be in effect upon the consummation of the Acquisition.

Appears in 1 contract

Sources: Indenture (Superior Energy Services Inc)

Indenture. The Company issued the Notes as a Series of Securities under an the Indenture dated as of July 14April 10, 2025 2017 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of March 8, 2019 (the “Supplemental Indenture” and together with the terms thereofBase Indenture, the “Indenture”), among ) by and between the Company, Company and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in the 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. 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 those terms. In the event of a conflict any inconsistency between the terms of the Notes this Note and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7504.375% Senior PIK Toggle Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 500,000,000 aggregate principal amount of the Company’s 10.000% / 10.7504.375% Senior PIK Toggle Notes due 2033 2029 issued under the Indenture on July 14March 8, 2025 2019 in an offering registered under the Securities Act (the “Initial Notes”) ), and (ii) if and when issued, an unlimited principal amount of additional 4.375% Senior Notes due 2029 that may be issued from time to time time, under the Indenture Indenture, subsequent to July 14March 8, 2025 2019 (the “Additional Notes” and, together with the Initial Notes, the “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 Series of Securities 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 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

Sources: Second Supplemental Indenture (Cimarex Energy Co)

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of July 1425, 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7509.000% Senior PIK Toggle Notes due 2033 2031 referred to in the Indenture. The Notes include (i) $2,200,000,000 1,750,000,000 principal amount of the Company’s 10.000% / 10.7509.000% Senior PIK Toggle Notes due 2033 2031 issued under the Indenture on July 1425, 2025 (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 1425, 2025 (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 not fungible with the existing Notes for U.S. federal income Tax purposes. Any issuance of tax purposes or if the Company otherwise determines that any Additional Notes will should be subject to Section 3.2 of differentiated from the Indentureexisting 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 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

Sources: Indenture (CoreWeave, Inc.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14December 20, 2025 2021, among the Issuer, the Guarantors named therein and the Trustee (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.00% Senior PIK Toggle Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 460,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7505.00% Senior PIK Toggle Notes due 2033 2029 issued under the Indenture on July 14December 20, 2025 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 July 14December 20, 2025 2021 (the “Additional Notes”) as provided in Section ‎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 fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (Dun & Bradstreet Holdings, Inc.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14May 3, 2025 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyRadioShack Corporation, the Subsidiary Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the 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) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7506.750% Senior PIK Toggle Notes Unsecured Notes, Series A, due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 325,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7506.750% Senior PIK Toggle Notes Unsecured Notes, Series A, due 2033 2019 issued under the Indenture on July 14May 3, 2025 2011 (the “Initial Notes”) and ), (ii) if and when issued, additional Notes 6.750% Senior Unsecured Notes, Series A, due 2019 or 6.750% Senior Unsecured Notes, Series B, due 2019 of the Issuer that may be issued from time to time under the Indenture subsequent to July 14May 3, 2025 2011 (the “Additional Notes”) as provided in Section 2.1(a2.01(a) of the IndentureIndenture and (iii) if and when issued, the Issuer’s 6.750% Senior Unsecured 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 the Additional Exchange 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 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

Sources: Indenture (Radioshack Corp)

Indenture. The Company Issuer issued the 2022 Second Lien Notes under an Indenture Indenture, dated as of July April 25, 2011 (the “Base Indenture”), between the Issuer and the Trustee, as supplemented by the First Supplemental Indenture, dated as of February 6, 2012, between the Issuer and the Trustee, the Second Supplemental Indenture, dated as of February 28, 2012, between the Issuer and the Trustee, the Third Supplemental Indenture, dated as of May 31, 2012, between the Issuer and the Trustee, and the Fourth Supplemental Indenture, dated as of August 14, 2025 2012 (the Base Indenture as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the “Indenture”), among between the CompanyIssuer 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 Guarantors named therein Notes will be treated along with certain other securities designated as Junior Lien Debt of the Issuer as a single class for amendments and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)waivers and for taking certain other actions. The terms of the 2022 Second Lien Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 those such terms. In To the event extent any provision of a conflict between this 2022 Second Lien Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall control. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that may govern and be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 subsidiariescontrolling.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Energy Future Intermediate Holding CO LLC)

Indenture. The Company issued the Notes under an Indenture dated as of July 14, 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.50% Senior PIK Toggle Secured Notes due 2033 2024 referred to in the Indenture. The Notes include (i) $2,200,000,000 350,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7505.50% Senior PIK Toggle Secured Notes due 2033 2024 issued under the Indenture on July 14September 15, 2025 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 July 14September 15, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (BMC Stock Holdings, Inc.)

Indenture. The Company issued the Notes under an Indenture dated as of July 14, 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the IndentureNotes. This Note is one of a duly authorized series of Securities of the 10.000% / 10.750% Senior PIK Toggle Company designated as the "Floating Rate Notes due 2033 referred November 30, 2001" (the "Notes"), initially issued in an aggregate principal amount of $500,000,000 on November 3, 2000. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of April 1, 1991, as supplemented by a First Supplemental Indenture, dated as of September 9, 1992, and as further supplemented by a Second Supplemental Indenture, dated as of June 1, 2000 (collectively, the "Indenture"), duly executed and delivered by the Company and Bank One Trust Company, NA, as successor in interest to The First National Bank of Chicago, as trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern. All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture. The Notes include (i) $2,200,000,000 principal amount Company may, without the consent of the Company’s 10.000% / 10.750% Senior PIK Toggle holders, issue and sell additional Securities ranking equally with the Notes due 2033 and otherwise identical in all respects (except for their date of issue, issue price and the date from which interest payments thereon shall accrue) so that such additional Securities shall be consolidated and form a single series with the Notes; provided, however, that no additional Securities of any existing or new series may be issued under the Indenture on July 14, 2025 (the “Initial Notes”) if an Event of Default has occurred and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 14, 2025 (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 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 subsidiariesremains uncured thereunder.

Appears in 1 contract

Sources: Note Agreement (Wal Mart Stores Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14March 17, 2025 2021, among the Issuer, the guarantors party thereto from time to time, the Trustee (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.875% Senior PIK Toggle Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 500,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7505.875% Senior PIK Toggle Notes due 2033 2029 issued under the Indenture on July 14March 17, 2025 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 July 14March 17, 2025 2021 (the “Additional Notes”) as provided in Section ‎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 fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (Macy's, Inc.)

Indenture. The Company issued Reference is made hereby to (i) the Notes under an Indenture dated as of July 14October 4, 2025 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), among Enterprise Products Partners L.P., as parent guarantor (the Company“Parent Guarantor”), the Guarantors named therein and U.S. Bank Trust Company▇▇▇▇▇ 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-Fourth Supplemental Indenture thereto dated as of January 15, 2020 (the “Thirty-Fourth Supplemental Indenture”), among the Issuer, the Parent Guarantor and the Trustee, providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as amended and supplemented by the Tenth Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Indenture.” 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 “3.950% Senior Notes due 2060” (such series of Debt Securities being referred to herein as the “Securities”), all of which are issued or to be issued under and pursuant to the Indenture. The terms of the Notes Securities include those stated in the Indenture, and those made part of the Indenture 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 those terms. In the event of such terms and a conflict between the terms description of the Notes rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer, the Parent Guarantor and the terms of Holder hereof. If and to the Indenture, the terms extent any 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 control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Supplemental Indenture (Enterprise Products Partners L.P.)

Indenture. The Company issued the Notes under an Indenture dated as of July 1423, 2025 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7504.250% Senior PIK Toggle Notes due 2033 2032 referred to in the Indenture. The Notes include (i) $2,200,000,000 1,000,000,000 principal amount of the Company’s 10.000% / 10.7504.250% Senior PIK Toggle Notes due 2033 2032 issued under the Indenture on July 1423, 2025 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 July 1423, 2025 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 fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (Builders FirstSource, Inc.)

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of July 14September 21, 2025 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture"), among the TRC Finance, Inc., The Restaurant Company, the Guarantors named therein and U.S. Bank Trust Companythe Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 10% Senior Notes due 2013. The Notes (including any Exchange Notes issued in exchange therefor) issued under the Indenture (collectively referred to herein as the "Notes") are separate series of Notes, National Associationbut shall be treated as a single class of securities under the Indenture, as trustee (unless otherwise specified in the “Trustee”)Indenture. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). 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 those such terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under Subject to the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to conditions set forth in the Indenture, the Issuer may issue Additional Notes. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle and any Additional Notes due 2033 subsequently issued under the Indenture on July 14, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may will be issued from time to time under the Indenture subsequent to July 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively treated as a single class for all purposes of under the Indenture; provided that , including, without limitation, waivers, amendments, redemptions and offers to purchase. Interest on the Additional Notes will not be issued with accrue from the same CUSIP as most recent date to which interest has been paid or, if no interest has been paid, from the existing Notes unless such Additional Notes are part date of the same issue as the Notes offered hereby 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 subsidiariesoriginal issuance.

Appears in 1 contract

Sources: Indenture (Restaurant Co of Minnesota)

Indenture. The Company issued the Notes under an Indenture dated as of July 14December 16, 2025 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein Guarantors, the Agent and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.375% Senior PIK Toggle Notes due 2033 2021 referred to in the Indenture. The Notes include (i) $2,200,000,000 300,000,000 aggregate principal amount of the Company’s 10.000% / 10.7505.375% Senior PIK Toggle Notes due 2033 2021 issued under the Indenture on July 14December 16, 2025 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 July 14December 16, 2025 2013 (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 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 subsidiaries, transactions with affiliates 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

Sources: Indenture (Churchill Downs Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14April 2, 2025 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee guarantors party thereto (the “Guarantors”) and the Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7504.750% Senior PIK Toggle Notes due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 325,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7504.750% Senior PIK Toggle Notes due 2033 2019 issued under the Indenture on July 14April 2, 2025 2014 (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 14April 2, 2025 2014 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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

Sources: Indenture (Igate Corp)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14May 6, 2025 2022, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.75010.2500% Senior PIK Toggle Notes due 2033 2030 referred to in the Indenture. The Notes include (i) $2,200,000,000 3,275,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.75010.2500% Senior PIK Toggle Notes due 2033 2030 issued under the Indenture on July 14May 6, 2025 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 July 14May 6, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax tax or securities law 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

Sources: Indenture (Carvana Co.)

Indenture. The (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 July 14June 1, 2025 1998, as supplemented by the first supplemental Indenture, dated as of June 18, 1998 between the Company and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the "Senior Indenture"), among duly executed and delivered by the CompanyCompany 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 Guarantors named therein Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms Holders of the Notes include those stated in the IndentureNotes. The Notes are 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 all terms different redemption provisions (if any) and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that may be authenticated subject to different sinking, purchase or analogous funds (if any) and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof may otherwise vary as provided in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes series designated as the Extendable MandatOry Par Put Remarketed Notes(sm) ("MOPPRS(sm)") due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount June 30, 2038 of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under , which series is limited in aggregate principal amount to $75,000,000. (b) Interest shall be computed on the Indenture on July 14, 2025 (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 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) basis of the Indenturea 360-day year of twelve 30-day months. The Initial 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 case of Notes and in Reset Mode that are in the Additional Notes shall be considered collectively as Floating Rate Interest Mode that is also 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 London Business Day. "London Business Day" means any day on which dealings in deposits in U.S. dollars are part of the same issue as the Notes offered hereby 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 transacted 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 subsidiariesLondon interbank market.

Appears in 1 contract

Sources: First Supplemental Indenture (Michigan Consolidated Gas Co /Mi/)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 14May 21, 2025 2015 (the “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 CompanyIssuers, the Initial Guarantors named therein and U.S. Bank Trust Company, National Associationthe Trustee, as trustee supplemented by the Eleventh Supplemental Indenture thereto dated as of December 11, 2017 (the “TrusteeEleventh Supplemental Indenture”). The terms of the Notes include those stated in the Eleventh Supplemental Indenture, the Base Indenture (as it relates to the Notes) and those made part of the Indenture 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 those such terms. In the event of a Any conflict between the terms of the Notes and the terms 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 Indenture, the terms and provisions of the Eleventh Supplemental Indenture shall controland the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. The Notes are unsecured senior unsecured obligations of the Company. The Issuers the aggregate principal amount of Notes that may be authenticated and delivered under the Indenture which is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Eleventh Supplemental Indenture (Genesis Energy Lp)

Indenture. The Company Issuer issued the Notes under an Indenture (the “Base Indenture”) dated November 3, 2003, among the Issuer, Hovnanian and the Trustee, the terms of which have been established in the First Supplemental Indenture (the “First Supplemental Indenture”) dated as of July 14November 3, 2025 2003, among the Issuer, Hovnanian, the Guarantors and the Trustee (the Base Indenture, as it may be amended or supplemented from time to time in accordance with by the terms thereofFirst Supplemental Indenture, the “Indenture”), among pursuant to Section 2.3 of the Company, Base Indenture. This Note is one of the Guarantors named therein and U.S. Bank Trust Company, National Association, Securities of the series designated as trustee (the “Trustee”)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 and those made part of the Indenture by reference 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 those termsthem. In To the extent permitted by applicable law, in the event of a conflict any inconsistency between the terms of the Notes this Note and the terms of the Indenture, the terms of the Indenture shall will control. The Notes are senior unsecured obligations of Capitalized terms not defined herein have the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled meanings given to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to those terms in the Indenture. The Notes include (i) $2,200,000,000 principal amount Issuer will furnish to any Holder upon written request and without charge a copy of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under Indenture and the Indenture on July 14, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that First Supplemental Indenture. Requests may be issued from time to time under the Indenture subsequent to July 14made to: ▇. ▇▇▇▇▇▇▇▇▇ Enterprises, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureInc., ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇.▇. 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 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 subsidiariesAttention: Chief Financial Officer.

Appears in 1 contract

Sources: First Supplemental Indenture (Hovnanian Enterprises Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14June 24, 2025 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein Guarantors, the Agent and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.375% Senior PIK Toggle Notes due 2033 2022 referred to in the Indenture. The Notes include (i) $2,200,000,000 525,000,000 aggregate principal amount of the CompanyIssuer’s 10.000% / 10.7505.375% Senior PIK Toggle Notes due 2033 2022 issued under the Indenture on July 14June 24, 2025 2014 (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 14June 24, 2025 2014 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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 subsidiaries, transactions with affiliates 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

Sources: Indenture (Cott Corp /Cn/)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 145, 2025 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Guarantors named therein guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.75011.5% Senior PIK Toggle Notes due 2033 2018 referred to in the Indenture. The Notes include (i) $2,200,000,000 560,000,000 principal amount of the Company’s 10.000% / 10.750Issuers’ 11.5% Senior PIK Toggle Notes due 2033 2018 issued under the Indenture on July 145, 2025 2011 (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 145, 2025 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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

Sources: Indenture (Trisyn Group, Inc.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14August 16, 2025 2021, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7504.875% Senior PIK Toggle Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 750,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7504.875% Senior PIK Toggle Notes due 2033 2029 issued under the Indenture on July 14August 16, 2025 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 July 14August 16, 2025 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 fungible with the existing Notes for U.S. federal income Tax tax or securities law 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

Sources: Indenture (Carvana Co.)

Indenture. This Note is one of a duly authorized issue of Notes of the Issuer designated as the 11 1/2% Senior Notes due 2009, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $210,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of July 14May 18, 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof1999, the “Indenture”), by and among the Company, the Guarantors named therein Issuer and U.S. Bank Chase Manhattan Trust Company, National Association, as trustee (herein called the “Trustee”"Trustee,"which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Issuer, 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 Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below),issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Notes and the Exchange Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes 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. Section 77aaa-77bbb) (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 those such terms. In No reference herein to the event Indenture and no provisions of a conflict between the terms of the Notes and the terms of the Indenture, the terms this Note or of the Indenture shall control. The Notes are senior unsecured obligations alter or impair the obligation of the Company. The aggregate Issuer, which is absolute and unconditional, to pay the principal amount of Notes that may be authenticated of, premium, if any, and delivered under interest on this Note at the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes times, place, and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to rate, and in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14coin or currency, 2025 (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 14, 2025 (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 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 subsidiariesherein prescribed.

Appears in 1 contract

Sources: Indenture (Caprock Communications Corp)

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 14% Senior Notes due 2010, Series B (herein called the "Exchange Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $300,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of July 14February 23, 2025 2000, by and between the Company and State Street Bank and Trust Company of California, N.A., as trustee (as it may be amended or supplemented from time to time in accordance with herein called the terms thereof, "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 respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Guarantors named therein Trustee and U.S. Bank Trust Companythe Holders of the Notes, National Associationand of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes and the Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes, including the Exchange Notes, are treated as trustee (a single class of securities under the “Trustee”)Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes 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. (S)(S) 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 those such terms. In No reference herein to the event Indenture and no provisions of a conflict between the terms of the Notes and the terms of the Indenture, the terms this Note or of the Indenture shall control. The Notes are senior unsecured obligations alter or impair the obligation of the Company. The aggregate , which is absolute and unconditional, to pay the principal amount of Notes that may be authenticated of, premium, if any, and delivered under interest on this Note at the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes times, place, and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to rate, and in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14coin or currency, 2025 (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 14, 2025 (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 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 subsidiariesherein prescribed.

Appears in 1 contract

Sources: Indenture (Rhythms Net Connections Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14November 25, 2025 2020, among the Issuer, the Trustee and the Collateral Agent[, as supplemented by the Supplemental Indenture dated as of [ ], 202[ ], among the Issuer, the Guarantors named therein, the Trustee and the Collateral Agent] (as it may be [further] amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured secured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.0006.750% / 10.750% Senior PIK Toggle Second Lien Secured Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 1,000,000,000 principal amount of the CompanyIssuer’s 10.0006.750% / 10.750% Senior PIK Toggle Second Lien Secured Notes due 2033 2029 issued under the Indenture on July 14November 25, 2025 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 July 14November 25, 2025 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 if any Additional Notes are not part of the same issue as the Notes offered hereby with under the existing Notes Indenture for U.S. United States federal income Tax purposes. Any issuance tax purposes or if the Company otherwise determines that any Additional Notes should be differentiated from any other Notes, such Additional Notes may have a separate CUSIP number, provided further that, for the avoidance of doubt, such Additional Notes will be subject to Section 3.2 of still constitute a single series with all other Notes issued under the IndentureIndenture for all other (i.e., non-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

Sources: Indenture (Frontier Communications Corp)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 14February 26, 2025 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company, Issuers and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes 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. (S)(S) 77aaa-77bbbb) (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in 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 TIA for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are unsecured senior unsecured obligations of the Company. The Issuers limited to $125,000,000 aggregate principal amount at maturity, except for Notes authenticated and delivered upon registration of transfer 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 $250,000,000 aggregate principal amount of Additional Notes that may be authenticated having substantially identical terms and delivered under conditions as the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the IndentureInitial Notes. This Note is one of the 10.000% / 10.750% Senior PIK Toggle [Initial]/1/ Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 and any Exchange Notes or Private Exchange Notes issued under in exchange for the Indenture on July 14, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time or Additional Notes pursuant to time under the Indenture subsequent to July 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes, the Additional Notes, the Exchange Notes and the Additional Private Exchange Notes shall be considered collectively are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Issuers, and the Issuers' Restricted Subsidiaries, the making payment of restricted paymentsdividends on, and the purchase or redemption of Equity Interests of Mediacom and its Restricted Subsidiaries, the sale or transfer of assets, the incurrence investments of certain liensMediacom and its Restricted Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering into of agreements that Mediacom and its Restricted Subsidiaries to restrict distribution distributions and dividends 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 subsidiariesRestricted Subsidiaries.

Appears in 1 contract

Sources: Indenture (Mediacom LLC)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 1417, 2025 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.75010.250% Senior PIK Toggle Notes due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 725,000,000 principal amount of the Company’s 10.000% / 10.750Issuers’ 10.250% Senior PIK Toggle Notes due 2033 2019 issued under the Indenture on July 1417, 2025 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 July 1417, 2025 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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

Sources: Indenture (Valley Telephone Co., LLC)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14October 2, 2025 2020, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.875% Senior PIK Toggle Notes due 2033 2028 referred to in the Indenture. The Notes include (i) $2,200,000,000 600,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7505.875% Senior PIK Toggle Notes due 2033 2028 issued under the Indenture on July 14October 2, 2025 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 July 14October 2, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax tax or securities law 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

Sources: Indenture (Carvana Co.)

Indenture. The Company issued Notes are one of a duly authorized issue of Debt Securities of the Notes Issuer issued, or to be issued, under an Indenture the Indenture, dated as of July 14October 4, 2025 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), among Enterprise Products Partners L.P., as parent guarantor (the Company“Parent Guarantor”), the Guarantors named therein and U.S. Bank Trust Company▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented by each of (i) 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, whereby the Issuer assumed the obligations of the Original Issuer under the Original Indenture and the Debt Securities issued thereunder, and (ii) the Thirty-First Supplemental Indenture thereto dated as of February 15, 2018 (the “Thirty-First Supplemental Indenture”), among the Issuer, the Parent Guarantor and the Trustee, providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as amended and supplemented by each of the Tenth Supplemental Indenture and the Thirty-First Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof in relation to the Notes, is referred to herein as the “Indenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. The terms of the Notes include those stated in the Indenture, those made part of the Indenture by reference to the TIA, as in effect on the date of the Thirty-First Supplemental Indenture, and those terms stated in the Thirty-First Supplemental 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall controlthem. The Notes are senior unsecured junior subordinated obligations of the Company. The aggregate principal amount of Notes that may be authenticated Issuer and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one are not secured by any of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount assets of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 subsidiariesIssuer.

Appears in 1 contract

Sources: Supplemental Indenture (Enterprise Products Partners L P)

Indenture. The Company Issuer issued the 2022 Second Lien Notes under an Indenture Indenture, dated as of July 14April 25, 2025 2011 (the “Existing Indenture”), between the Issuer and the Trustee, as it may be amended or supplemented from time to time in accordance with by the terms thereofFirst Supplemental Indenture, dated as of February 6, 2012, between the Issuer and the Trustee, and the Second Supplemental Indenture, dated as of February 28, 2012 (the Existing Indenture as so supplemented, the “Indenture”), among between the CompanyIssuer 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 Guarantors named therein Notes will be treated along with certain other securities designated as Junior Lien Debt of the Issuer as a single class for amendments and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)waivers and for taking certain other actions. The terms of the 2022 Second Lien Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 those such terms. In To the event extent any provision of a conflict between this 2022 Second Lien Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall control. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that may govern and be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 subsidiariescontrolling.

Appears in 1 contract

Sources: Second Supplemental Indenture (Energy Future Intermediate Holding CO LLC)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14March 15, 2025 2021, among the Issuer, the Guarantors from time to time party thereto, the Trustee and the Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured secured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7508.625% Senior PIK Toggle Secured Notes due 2033 2026 referred to in the Indenture. The Notes include (i) $2,200,000,000 310,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7508.625% Senior PIK Toggle Secured Notes due 2033 2026 issued under the Indenture on July 14March 15, 2025 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 July 14March 15, 2025 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 fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (CPI Card Group Inc.)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 14May 21, 2025 2015 (the “Original Indenture”; the Original Indenture, as supplemented by the Trustee Succession Agreement referred to below, the “Base Indenture”, and the Base Indenture, as it may be further amended or supplemented from time to time (including by the Twenty-Fourth Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”), ) among the CompanyIssuers, the Guarantors named therein and the Trustee (as defined below), as supplemented by the Agreement of Resignation, Acceptance and Appointment, dated as of September 30, 2020 (the “Trustee Successor Agreement”), by and among the Issuers, the predecessor Trustee and the successor Trustee, and by the Twenty-Fourth Supplemental Indenture thereto dated as of March 4, 2026 (the “Twenty-Fourth Supplemental Indenture”), among Regions Bank, as trustee (together with, as to any time prior to September 30, 2020, U.S. Bank Trust Company, National Association, as trustee (predecessor trustee, each, in such capacity, the “Trustee”), the Issuers and the Initial Guarantors. The terms of the Notes include those stated in the Twenty-Fourth Supplemental Indenture, the Base Indenture (as it relates to the Notes) and those made part of the Indenture 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 those such terms. In the event of a Any conflict between the terms of the Notes and the terms Twenty-Fourth Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be governed by the Twenty-Fourth 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 Indenture, the terms and provisions of the Twenty-Fourth Supplemental Indenture shall controland the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. The Notes are unsecured senior unsecured obligations of the Company. The Issuers the aggregate principal amount of Notes that may be authenticated and delivered under the Indenture which is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Supplemental Indenture (Genesis Energy Lp)

Indenture. The Company issued the Notes under an Indenture dated as of July 14May 30, 2025 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors guarantors named therein therein, the Trustee and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)Notes Collateral Agent. The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured secured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7506.750% Senior PIK Toggle Secured Notes due 2033 2027 referred to in the Indenture. The Notes include (i) $2,200,000,000 400,000,000 principal amount of the Company’s 10.000% / 10.7506.750% Senior PIK Toggle Secured Notes due 2033 2027 issued under the Indenture on July 14May 30, 2025 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 July 14May 30, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (Builders FirstSource, Inc.)

Indenture. The Company issued Reference is made hereby to (i) the Notes under an Indenture dated as of July 14October 4, 2025 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), among Enterprise Products Partners L.P., as parent guarantor (the Company“Parent Guarantor”), the Guarantors named therein and U.S. Bank Trust Company▇▇▇▇▇ 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-Second Supplemental Indenture thereto dated as of October 11, 2018 (the “Thirty-Second Supplemental Indenture”), among the Issuer, the Parent Guarantor and the Trustee, providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as amended and supplemented by the Tenth Supplemental Indenture and the Thirty-Second Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Indenture.” 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 “4.80% Senior Notes due 2049” (such series of Debt Securities being referred to herein as the “Securities”), all of which are issued or to be issued under and pursuant to the Indenture. The terms of the Notes Securities include those stated in the Indenture, and those made part of the Indenture 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 those terms. In the event of such terms and a conflict between the terms description of the Notes rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer, the Parent Guarantor and the terms of Holder hereof. If and to the Indenture, the terms extent any 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 control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Supplemental Indenture (Enterprise Products Partners L P)

Indenture. The Company Issuer issued the New Notes under an Indenture dated as of July 14June 30, 2025 (as it may be amended amended, modified or supplemented from time to time in accordance with the terms thereoftime, the “Indenture”), ) among the CompanyIssuer, Level 3 Parent, the other Guarantors named therein party thereto, the Trustee and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)Collateral Agent. The terms of the New Notes include those stated in the Indenture. The New Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The New Notes are senior unsecured unsubordinated secured obligations of the CompanyIssuer. The [This New Notes is one of the Original Notes referred to in the Indenture issued in an aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited$2,000,000,000. The Company is also entitled to issue PIK New Notes after include the date hereof in accordance with the Original Notes and the Indentureany Additional Notes]. [This New Note is one of the 10.000% / 10.750% Senior PIK Toggle Additional Notes due 2033 referred issued in addition to the Original Notes in an aggregate principal amount of $2,000,000,000 previously issued under the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Original Notes and the Additional Notes shall be considered collectively are treated as a single class for all purposes of securities under 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 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 ability of indebtednessLevel 3 Parent, the making of restricted paymentsIssuer and their respective Subsidiaries to, the sale of assetsamong other things, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries incur Indebtedness and the consummation of mergers create and consolidationsincur Liens. The Indenture also imposes requirements limitations on the ability of Level 3 Parent, the Issuer and their respective Subsidiaries to consolidate or merge with respect or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the property of such entities. To guarantee the due and punctual payment of the principal and interest on the New Notes and all other amounts payable by the Issuer under the Indenture and the New Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the provision terms of financial information the New Notes and the provision of guarantees Indenture, Level 3 Parent has unconditionally guaranteed the New Notes on an unsubordinated basis pursuant to the terms of the Notes by certain subsidiariesIndenture.

Appears in 1 contract

Sources: Indenture (Level 3 Parent, LLC)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14September 12, 2025 2025, among the Issuer, the Guarantors named therein and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7508.625% Senior PIK Toggle Notes due 2033 2030 referred to in the Indenture. The Notes include (i) $2,200,000,000 250,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7508.625% Senior PIK Toggle Notes due 2033 2030 issued under the Indenture on July 14September 12, 2025 (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 14September 12, 2025 (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 fungible with the existing Notes for U.S. federal income Tax 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 Note Guarantees by certain subsidiariesSubsidiaries.

Appears in 1 contract

Sources: Indenture (Harrow, Inc.)

Indenture. The Company issued the Notes under an Indenture dated as of July 14June 24, 2025 2024, between the Company and the Guarantors named therein, the Trustee and the Collateral Agent (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7508.750% Senior PIK Toggle Secured Notes due 2033 2027 referred to in the Indenture. The Notes include (i) $2,200,000,000 340,646,000 principal amount of the Company’s 10.000% / 10.7508.750% Senior PIK Toggle Secured Notes due 2033 2027 issued under the Indenture on July 14June 24, 2025 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 14June 24, 2025 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 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 fungible with the existing Notes for U.S. federal income Tax 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 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

Sources: Indenture (loanDepot, Inc.)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 14September 25, 2025 2002 (the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by the Seventeenth Supplemental Indenture dated as of September 4, 2009 (the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the CompanyIssuers and the Trustee and, with respect to the Supplemental Indenture, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee subsidiary guarantors signatory thereto (the “TrusteeSubsidiary Guarantors”). The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-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 those such terms. In To the event extent any provision of a conflict between this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several obligations of the Issuers initially in aggregate principal amount of $500 million. The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. To secure the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes 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 Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and the Notes on a senior basis pursuant to the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Supplemental Indenture (Plains All American Pipeline Lp)

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12 1/4% Senior Subordinated Notes due 2009, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of July 14March 30, 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof1999, the “Indenture”), by and among the Company, each of the Guarantors guarantors named therein in the Indenture, as guarantors (herein called the "Guarantors"), and U.S. State Street Bank and Trust Company, National Association, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Securities and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the 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. ss.ss. The 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Inde▇▇▇▇▇. 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 those such terms. In No reference herein to the event Indenture and no provisions of a conflict between the terms of the Notes and the terms of the Indenture, the terms this Note or of the Indenture shall control. The Notes are senior unsecured obligations alter or impair the obligation of the Company. The aggregate Company or any Guarantor, which is absolute and unconditional, to pay the principal amount of Notes that may be authenticated of, premium, if any, and delivered under interest on this Note at the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes times, place, and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to rate, and in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14coin or currency, 2025 (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 14, 2025 (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 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 subsidiariesherein prescribed.

Appears in 1 contract

Sources: Indenture (Pentacon Industrial Group Inc)

Indenture. The Company This note is one of a duly authorized issue of Securities of the Issuer, designated as the Issuer’s 4.800% Senior Notes due 2030 (the “Notes”, which expression includes any Additional Notes issued pursuant to Section 301 of the Notes Base Indenture (as defined below) and forming a single series therewith), issued under an Indenture the Indenture, dated as of July March 14, 2013 (the “Base Indenture”), as supplemented by the Tenth Supplemental Indenture thereto dated as of May 12, 2025 (as it may be amended or supplemented from time to time in accordance the “Tenth Supplemental Indenture” and, together with the terms thereofBase Indenture, the “Indenture”), each among the CompanyIssuer, the Guarantors named therein party thereto and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes 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 “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of the Notes are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms any provision of the Notes this Note and the terms of the Indenture, the terms of the Indenture shall controlgovern. The Notes are general senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may Issuer shall be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Additional Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one pursuant to Section 301 of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Base Indenture. The Notes include (i) $2,200,000,000 principal amount of issued on the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (the “Initial Notes”) Issue Date and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the any Additional Notes shall will be considered collectively treated as a single class for all purposes of under the Indenture; provided provided, however, that in the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such event any Additional Notes are part of the same issue as not fungible with the Notes offered hereby with issued on the existing Notes Issue Date for U.S. federal income Tax tax purposes. Any issuance of , such nonfungible Additional Notes will be subject to Section 3.2 of issued with a separate CUSIP number so that they are distinguishable from the Indenture. The Indenture imposes certain limitations Notes issued 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 subsidiariesIssue Date.

Appears in 1 contract

Sources: Tenth Supplemental Indenture (Cbre Group, Inc.)

Indenture. The 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 July 14June 21, 2025 (2013, the Second Supplemental Indenture dated as it 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 April 2, 2014, together and as may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Note Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 those terms. In the event Each Holder, by accepting a Note, agrees to be bound by all of a conflict between the terms of the Notes and the terms provisions of the Indenture, the terms of the Indenture shall controlas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the Company. The Company of which $75,000,000 in aggregate principal amount of Notes that may will be authenticated issued on April 2, 2014 as Additional Notes, in addition to the $550,000,000 in aggregate principal amount issued on March 20, 2013 and delivered under the $110,000,000 in aggregate principal amount issued on November 15, 2013. Subject to the conditions set forth in the Indenture is unlimited. The Company is also entitled to issue PIK Notes after and without the date hereof in accordance with the Notes and the Indenture. This Note is one consent of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in Holders, the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that Company may be issued from time to time under the Indenture subsequent to July 14, 2025 (the “issue Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial All Notes and the Additional Notes shall will be considered collectively treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 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 incurrence of indebtedness, Notes and all other amounts payable by the making of restricted payments, Company under 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 Indenture and the consummation of mergers Notes when and consolidations. The Indenture also imposes requirements with respect as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the provision of financial information and the provision of guarantees terms of the Notes and the Indenture, the 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. 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 certain subsidiariesor 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

Sources: Fifth Supplemental Indenture (MDC Partners Inc)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 1417, 2025 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, Issuers and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.75013.375% Senior PIK Toggle Subordinated Notes due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 725,000,000 principal amount of the Company’s 10.000% / 10.750Issuers’ 13.375% Senior PIK Toggle Subordinated Notes due 2033 2019 issued under the Indenture on July 1417, 2025 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 July 1417, 2025 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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

Sources: Indenture (Valley Telephone Co., LLC)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14[•], 2025 2021, among the Issuer, the Trustee and the Collateral Agent[, as supplemented by the Supplemental Indenture dated as of [ ], 202[ ], among the Issuer, the Guarantors named therein, the Trustee and the Collateral Agent] (as it may be [further] amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the IndentureIndenture and the TIA, and Holders are referred to the Indenture and the TIA for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured secured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle [•]% Second Lien Secured Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 750,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.750% Senior PIK Toggle [•]% Second Lien Secured Notes due 2033 2029 issued under the Indenture on July 14[•], 2025 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 July 14[•], 2025 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 if any Additional Notes are not part of the same issue as the Notes offered hereby with under the existing Notes Indenture for U.S. United States federal income Tax purposes. Any issuance tax purposes or if the Company otherwise determines that any Additional Notes should be differentiated from any other Notes, such Additional Notes may have a separate CUSIP number, provided further that, for the avoidance of doubt, such Additional Notes will be subject to Section 3.2 of still constitute a single series with all other Notes issued under the IndentureIndenture for all other (i.e., non-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

Sources: Indenture (Frontier Communications Corp)

Indenture. The Company issued the Notes under an Indenture dated as of July 14March 12, 2025 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Company, Company and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes 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. ss.ss. 77aaa-▇▇▇▇bb) 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. 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 those terms. In the event of a conflict between the terms The Notes are unsecured senior obligations of the Notes and the terms Company limited to $500,000,000 aggregate principal amount (subject to Section 2.7 of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the Company. The ) including (a) $350,000,000 in aggregate principal amount of Initial Notes being offered on the Issuance Date and (b) additional "add-on" notes which may be offered subsequent to the Issue Date (the "Subsequent Add-on Notes") in an aggregate principal amount not to exceed $150,000,000; provided, however, that no Subsequent Add-on Notes may be authenticated and delivered under in an aggregate principal amount of less than $25,000,000. All Notes issued on the Indenture is unlimited. The Company is also entitled to issue PIK Issue Date and all Subsequent Add-on Notes after shall be identical in all respects other than issuance dates, the date hereof in accordance with the Notes from which interest accrues and any changes relating thereto, and shall vote together as one class of securities pursuant to Section 1.5 of the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Initial Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Initial Notes due 2033 and any Private Exchange Notes and Exchange Notes issued under in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement and any Subsequent Add-on July 14, 2025 (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 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes, the Private Exchange Notes and the Additional Exchange Notes shall be considered collectively and any Subsequent Add-on Notes are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Restricted Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assetsassets and Capital Stock of Restricted Subsidiaries, the incurrence issuance or sale of certain liensCapital Stock of Restricted Subsidiaries, the making investments of payments for consentsthe Company and its Subsidiaries and transactions with Affiliates. In addition, the entering into of agreements that restrict distribution from restricted subsidiaries and Indenture limits the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees ability of the Notes by certain subsidiariesCompany and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Appears in 1 contract

Sources: Indenture (Purina Mills Inc)

Indenture. The Company issued the Notes under an Indenture dated as of July 14October 27, 2025 2020, between the Company and the Guarantors named therein and the Trustee (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7506.500% Senior PIK Toggle Notes due 2033 2025 referred to in the Indenture. The Notes include (i) $2,200,000,000 500,000,000 principal amount of the Company’s 10.000% / 10.7506.500% Senior PIK Toggle Notes due 2033 2025 issued under the Indenture on July 14October 27, 2025 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 July 14October 27, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax 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 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

Sources: Indenture (loanDepot, Inc.)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 1417, 2025 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.75013.375% Senior PIK Toggle Subordinated Notes due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 725,000,000 principal amount of the Company’s 10.000% / 10.750Issuers’ 13.375% Senior PIK Toggle Subordinated Notes due 2033 2019 issued under the Indenture on July 1417, 2025 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 July 1417, 2025 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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

Sources: Indenture (Valley Telephone Co., LLC)

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of July 14December 6, 2025 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein and U.S. The Bank of New York Mellon Trust Company, National Association, as trustee N.A. (the “Trustee”). The terms of the 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) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7507.125% Senior PIK Toggle Notes Notes, Series A, due 2033 2021 referred to in the Indenture. The Notes include (i) $2,200,000,000 182,060,000 principal amount of the CompanyIssuer’s 10.000% / 10.7507.125% Senior PIK Toggle Notes Notes, Series A, due 2033 2021 issued under the Indenture on July 14December 6, 2025 2011 (the “Initial Notes”) and (ii) if and when issued, additional Notes 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 July 14December 6, 2025 2011 (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 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 secured indebtedness 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

Sources: Supplemental Indenture (Superior Energy Services Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July October 14, 2025 2016, among the Issuer and the Trustee[, as supplemented by the First Supplemental Indenture dated as of [ ], among the Issuers, the Guarantors named therein and the Trustee] (as it may be [further] amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer[s]. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7507.500% Senior PIK Toggle Notes due 2033 2024 referred to in the Indenture. The Notes include (i) $2,200,000,000 675,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7507.500% Senior PIK Toggle Notes due 2033 2024 issued under the Indenture on July October 14, 2025 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 July October 14, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (INC Research Holdings, Inc.)

Indenture. The Company issued the Notes under an Indenture dated as of July 14April 10, 2025 2018 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured unsecured, unsubordinated obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.500% Senior PIK Toggle Notes due 2033 2026 referred to in the Indenture. The Notes include (i) $2,200,000,000 350,000,000 principal amount of the Company’s 10.000% / 10.7505.500% Senior PIK Toggle Notes due 2033 2026 issued under the Indenture on July 14April 10, 2025 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 July 14April 10, 2025 2018 (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 part of the same class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP CUSIP, ISIN or other identifying number as the existing Initial Notes unless such Additional Notes are part of the same issue as the Notes offered hereby fungible with the existing Initial Notes for U.S. federal income Tax 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

Sources: Indenture (GCP Applied Technologies Inc.)

Indenture. The Company Issuers issued the Notes Securities under an Indenture dated as of July 14November 10, 2025 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Guarantors named therein Subsidiary Guarantor and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes Securities 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 “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Security conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes Securities are senior unsecured obligations of the CompanyIssuers. The aggregate principal amount of Notes Securities that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note Security is one of the 10.000% / 10.7508.75% Senior PIK Toggle Notes Notes, Series B, due 2033 2017 referred to in the Indenture. The Notes Securities include (i) $2,200,000,000 250,000,000 aggregate principal amount of the Company’s 10.000% / 10.750Issuers’ 8.75% Senior PIK Toggle Notes Notes, Series A, due 2033 2017 issued under the Indenture on July 14November 10, 2025 2009 (the herein called “Initial NotesSecurities) and ), (ii) if and when issued, additional Notes 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 July 14November 10, 2025 2009 (the herein called “Additional NotesSecurities”) as provided in Section 2.1(a2.1 (a) of the IndentureIndenture 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 Notes Securities, Additional Securities and the Additional Notes shall be considered collectively Exchange Securities are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assetsassets 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 provision of financial information and the provision of guarantees of the Notes Securities 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 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 Securities and the Indenture, the 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.

Appears in 1 contract

Sources: Indenture (Colt Finance Corp.)

Indenture. The Company issued the Notes under an Indenture dated as of July 14March 8, 2025 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company, the Note Guarantors named therein party thereto and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes 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. (S)(S) 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. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. Each Noteholder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. The Notes are general unsecured senior subordinated obligations of the Company unlimited in aggregate principal amount; $100,000,000 in aggregate principal amount will be initially issued on the Issue Date. This Note is one of the Initial Notes referred to in the Indenture. The Initial Notes and Holders the Exchange Notes will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Company and its Restricted Subsidiaries, and Noteholders are referred to the Indenture for a statement of those termslimitations. In The Company may, from time to time, subject to compliance with any other applicable provisions of the event Indenture, without the consent of the Holders, create and issue pursuant to the Indenture additional Notes having terms and conditions identical to those of the Notes issued on the Issue Date ("Add-On Notes") (or the same except for the payment of interest accruing prior to the issue date of such Add-On Notes or except for the first payment of interest following the issue date of such Add-On Notes), which Add-On Notes will be treated, together with any other Outstanding Notes, as a conflict between single issue of securities. To guarantee the due and punctual payment of the principal, premium, if any, and interest and Liquidated Damages, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes 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 Company's existing Domestic Restricted Subsidiaries have unconditionally guaranteed, jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture. In addition, any future Domestic Restricted Subsidiaries of the Company (other than Special Purpose Financing Vehicles) are required pursuant to the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with unconditionally guarantee the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 senior subordinated basis by certain subsidiariesexecuting a supplemental indenture.

Appears in 1 contract

Sources: Indenture (Global Imaging Systems Inc)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 14May 21, 2025 2015 (the “Base Indenture” and, as it may be amended or supplemented from time to time (including by the Fourteenth Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”), ) among the CompanyIssuers, the Initial Guarantors named therein and U.S. Bank Trust Company, National Associationthe Trustee, as trustee supplemented by the Fourteenth Supplemental Indenture thereto dated as of January 16, 2020 (the “TrusteeFourteenth Supplemental Indenture”). The terms of the Notes include those stated in the Fourteenth Supplemental Indenture, the Base Indenture (as it relates to the Notes) and those made part of the Indenture 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 those such terms. In the event of a Any conflict between the terms of the Notes and the terms Fourteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be governed by the Fourteenth 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 Indenture, the terms and provisions of the Fourteenth Supplemental Indenture shall controland the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. The Notes are unsecured senior unsecured obligations of the Company. The Issuers the aggregate principal amount of Notes that may be authenticated and delivered under the Indenture which is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Supplemental Indenture (Genesis Energy Lp)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 1417, 2025 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, Issuers and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.75010.250% Senior PIK Toggle Notes due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 725,000,000 principal amount of the Company’s 10.000% / 10.750Issuers’ 10.250% Senior PIK Toggle Notes due 2033 2019 issued under the Indenture on July 1417, 2025 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 July 1417, 2025 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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

Sources: Indenture (Valley Telephone Co., LLC)

Indenture. The Company Issuer issued the 2021 Notes under an Indenture dated as of July 14April 5, 2025 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, Holdings and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the 2021 Notes 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) (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. The 2021 Notes are subject to all terms and provisions of the Indenture, 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 those terms. In such terms and provisions; in the event of a any conflict between the terms of the Notes this 2021 Note and the terms of the Indenture, the terms of the Indenture shall controlgovern. The 2021 Notes are unsecured senior unsecured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the IndentureIssuer. This 2021 Note is one of the 10.000% / 10.750% Senior PIK Toggle Exchange 2021 Notes due 2033 referred to in the Indenture. The 2021 Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Initial 2021 Notes due 2033 and any Exchange 2021 Notes issued under the Indenture on July 14, 2025 (the “in exchange for Initial Notes”) and (ii) if and when issued, additional 2021 Notes that may be issued from time pursuant to time under the Indenture subsequent to July 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Except as otherwise provided in the Indenture, the Initial 2021 Notes and any Exchange 2021 Notes, collectively with the Additional Initial 2018 Notes, any Exchange 2018 Notes, the Initial 2023 Notes shall be considered collectively and any Exchange 2023 Notes are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes certain limitations on the incurrence ability of indebtednessthe 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 making of restricted payments, the sale of assets, the incurrence payment of certain liensdividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the making of payments for consentsIssuer and such Restricted Subsidiaries, the entering enter into of agreements that restrict distribution from restricted subsidiaries or permit certain transactions with Affiliates, create or incur Liens and the consummation of mergers and consolidationsmake asset sales. The Indenture also imposes requirements limitations on the ability of the Issuer and any Subsidiary Guarantor to consolidate or merge with respect 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 2021 Notes and all other amounts payable by the Issuer under the Indenture and the 2021 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the provision terms of financial information the 2021 Notes and the provision of guarantees of Indenture, the Notes by certain subsidiariesGuarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on an unsecured senior basis on the terms set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 1419, 2025 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein party thereto and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7509% Senior PIK Toggle Notes due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 250,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7509% Senior PIK Toggle Notes due 2033 2019 issued under the Indenture on July 1419, 2025 2011 (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 1419, 2025 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture and (iii) if and when issued, the Issuer’s 9% 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 the Additional Exchange 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 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

Sources: Indenture (ExamWorks Group, Inc.)

Indenture. The Company Issuer issued the Notes under an a Base Indenture dated as of July 14April 16, 2025 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 “Indenture”), among the CompanyIssuer, the Guarantors named therein party thereto and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7505.625% Senior PIK Toggle Notes due 2033 2023 referred to in the Indenture. The Notes include (i) $2,200,000,000 500,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7505.625% Senior PIK Toggle Notes due 2033 2023 issued under the Indenture on July 14April 16, 2025 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 July 14April 16, 2025 2015 (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 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

Sources: First Supplemental Indenture (ExamWorks Group, Inc.)

Indenture. The Company issued Reference is made hereby to (i) the Notes under an Indenture dated as of July 14October 4, 2025 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), among Enterprise Products Partners L.P., as parent guarantor (the Company“Parent Guarantor”), the Guarantors named therein and U.S. Bank Trust Company▇▇▇▇▇ 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-Fourth Supplemental Indenture thereto dated as of January 15, 2020 (the “Thirty-Fourth Supplemental Indenture”), among the Issuer, the Parent Guarantor and the Trustee, providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as amended and supplemented by the Tenth Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Indenture.” 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 “3.700% Senior Notes due 2051” (such series of Debt Securities being referred to herein as the “Securities”), all of which are issued or to be issued under and pursuant to the Indenture. The terms of the Notes Securities include those stated in the Indenture, and those made part of the Indenture 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 those terms. In the event of such terms and a conflict between the terms description of the Notes rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer, the Parent Guarantor and the terms of Holder hereof. If and to the Indenture, the terms extent any 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 control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Supplemental Indenture (Enterprise Products Partners L.P.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14November 9, 2025 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (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. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that may be authenticated Issuer and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one consist of the 10.0007.5% / 10.750% Cash/PIK Senior PIK Toggle Notes due 2033 referred to 2018 issued on the Issue Date (including any increase in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior Notes as a result of payment of PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (the “Initial Notes”Interest) and (ii) if any Additional Notes and when issued, additional any PIK Notes that may be issued after the Issue Date. The Indenture contains covenants that, among other things, limit the ability of the Issuer and its Restricted Subsidiaries to Incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; engage in transactions with affiliates; create liens on assets to secure indebtedness; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its assets; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications contained in the Indenture. On or before the date a given Person becomes a Holder or beneficial owner of at least one Note (but in any case, at least 10 Business Days before a payment—whether in cash or in kind—is to be made), and from time to time under thereafter at the Indenture subsequent reasonable request of the Issuer or Trustee, to July 14the extent it is legally entitled to do so, 2025 (such Person will provide the “Additional Notes”) Issuer, at the office of the Issuer as provided set forth in Section 2.1(a) 13.02 of the Indenture. The Initial Notes , with the following documentation, as applicable: (i) in the case of a Person that is a U.S. Person, two duly executed copies of IRS Form W-9, certifying that such Person is exempt from U.S. federal backup withholding tax and (ii) in the Additional Notes shall be considered collectively as case of a single class for all purposes Person that is not a U.S. Person, two duly executed copies of the Indenture; provided that appropriate IRS Form W-8 and any other documentation, including the Additional Notes will not be issued with the same CUSIP as the existing Notes unless appropriate U.S. Tax Compliance Certificate, demonstrating such Additional Notes are part Person’s entitlement to a reduced rate of the same issue as the Notes offered hereby with the existing Notes for or exemption from 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 subsidiarieswithholding tax.

Appears in 1 contract

Sources: Indenture (Affinion Group, Inc.)

Indenture. The Company issued the Notes under an Indenture dated as of July 14August 17, 2025 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7506.625% Senior PIK Toggle Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 300,000,000 principal amount of the Company’s 10.000% / 10.7506.625% Senior PIK Toggle Notes due 2033 2029 issued under the Indenture on July 14August 17, 2025 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 July 14August 17, 2025 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 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

Sources: Indenture (Infrastructure & Energy Alternatives, Inc.)

Indenture. The Company issued Reference is made hereby to (i) the Notes under an Indenture dated as of July 14October 4, 2025 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), among Enterprise Products Partners L.P., as parent guarantor (the Company“Parent Guarantor”), the Guarantors named therein and U.S. Bank Trust Company▇▇▇▇▇ 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-Fourth Supplemental Indenture thereto dated as of January 15, 2020 (the “Thirty-Fourth Supplemental Indenture”), among the Issuer, the Parent Guarantor and the Trustee, providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as amended and supplemented by the Tenth Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, and as may be further duly amended and supplemented in accordance with the terms thereof, is referred to herein as the “Indenture.” 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 2030” (such series of Debt Securities being referred to herein as the “Securities”), all of which are issued or to be issued under and pursuant to the Indenture. The terms of the Notes Securities include those stated in the Indenture, and those made part of the Indenture 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 those terms. In the event of such terms and a conflict between the terms description of the Notes rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer, the Parent Guarantor and the terms of Holder hereof. If and to the Indenture, the terms extent any 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 control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Supplemental Indenture (Enterprise Products Partners L.P.)

Indenture. The Company issued the Notes under an an, Indenture, dated as of October 23, 2009 (the “Base Indenture”) (as supplemented by the First Supplemental Indenture dated as of July May 14, 2025 (2010, the Second Supplemental Indenture dated as it of October 23, 2010, the Third Supplemental Indenture dated as of April 19, 2011, the Fourth Supplemental Indenture dated as of May 2, 2011, the Fifth Supplemental Indenture dated as of September 19, 2011, the Sixth Supplemental Indenture dated as of March 23, 2012 and the Seventh Supplemental Indenture dated as of December 10, 2012, and as may be amended further amended, supplemented, waived or supplemented otherwise modified from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Note Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 those terms. In the event Each Holder, by accepting a Note, agrees to be bound by all of a conflict between the terms of the Notes and the terms provisions of the Indenture, the terms of the Indenture shall controlas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the Company. The Company of which $80,000,000 in aggregate principal amount of Notes that may will be authenticated issued on December 10, 2012 as Additional Notes, in addition to the $225,000,000 in aggregate principal amount issued on October 23, 2009, the $65,000,000 in aggregate principal amount issued on May 14, 2010 and delivered under the $55,000,000 in aggregate principal amount issued on April 19, 2011. Subject to the conditions set forth in the Indenture is unlimited. The Company is also entitled to issue PIK Notes after and without the date hereof in accordance with the Notes and the Indenture. This Note is one consent of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in Holders, the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that Company may be issued from time to time under the Indenture subsequent to July 14, 2025 (the “issue Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial All Notes and the Additional Notes shall will be considered collectively treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 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 incurrence of indebtedness, Notes and all other amounts payable by the making of restricted payments, Company under 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 Indenture and the consummation of mergers Notes when and consolidations. The Indenture also imposes requirements with respect as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the provision of financial information and the provision of guarantees terms of the Notes and the Indenture, Accent Marketing Services, LLC, A▇▇▇▇▇ ▇▇▇▇▇▇ Canada Inc., Computer Composition of Canada LP, C▇▇▇▇▇▇ ▇▇▇▇▇▇ & Bogusky LLC, Dotglu LLC, KBP Holdings LLC, kbs+p Canada LP, K▇▇▇▇▇▇▇▇▇▇ Bond S▇▇▇▇▇▇ & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition Inc., MF+P Acquisition Co., Redscout LLC, R▇ ▇▇▇▇▇▇ Partners LLC, TargetCom LLC, TC Acquisition Inc., Union Advertising Canada LP, Varick Media Management LLC, Y▇▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇▇▇▇, 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 terms of the Indenture. 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 certain subsidiariesor 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

Sources: Seventh Supplemental Indenture (MDC Partners Inc)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14May 12, 2025 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyCPG International LLC, the Guarantors guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7509.500% Senior PIK Toggle Notes due 2033 2025 referred to in the Indenture. The Notes include (i) $2,200,000,000 350,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7509.500% Senior PIK Toggle Notes due 2033 2025 issued under the Indenture on July 14, 2025 (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 under in accordance with the Indenture subsequent to July 14May 12, 2025 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 part of the same issue as the Notes offered hereby 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 IndentureIndenture and any security documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock, the making of restricted payments, the sale of assets, the incurrence of certain liens, dividend and other payment restrictions affecting restricted subsidiaries, the making sale of payments for consentsassets 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 provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.

Appears in 1 contract

Sources: Indenture (CPG Newco LLC)

Indenture. The Company issued the Notes under an Indenture dated as of July 14April [ ], 2025 2007 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company, the Subsidiary Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes 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 from time to time (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict any inconsistency between the terms of the Notes this Note and the terms of the Indenture, the terms of the Indenture shall control. The Notes are general unsecured, senior unsecured obligations of the Company. The aggregate principal amount of Notes that which may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750[ ]% Senior PIK Toggle Notes due 2033 2017 referred to in the Indenture. The Notes include (i) $2,200,000,000 300,000,000 aggregate principal amount of the Company’s 10.000% / 10.750's [ ]% Senior PIK Toggle Notes due 2033 2017 issued under the Indenture on July 14April [ ], 2025 2007 and registered under the Securities Act (the "Initial Notes”) "), and (ii) if and when issued, an unlimited principal amount of additional [ ]% Senior Notes due 2017 that may be issued from time to time time, under the Indenture Indenture, subsequent to July 14April [ ], 2025 2007 in a registered offering of the Company (the "Additional Notes”) as provided in Section 2.1(a) of " and together with the IndentureInitial Notes, the "Notes"). The Initial Notes and the Additional Notes shall be considered collectively are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes imposes, among other things, certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Company and its Subsidiaries, the making payment of restricted paymentsdividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assetsassets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain liensLiens, transactions with Affiliates, mergers and consolidations, payments for consent, the making business activities and investments of payments for consentsthe Company and its Subsidiaries and the sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Notes attain an Investment Grade Rating from both Rating Agencies. In addition, the entering Indenture limits the ability of the Company and its Subsidiaries to enter into of agreements that restrict distribution distributions and dividends from restricted subsidiaries Subsidiaries and requires the Company to make available SEC information to the Holders as well as requiring certain Restricted Subsidiaries to guarantee the obligations under the Notes 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 subsidiariesIndenture.

Appears in 1 contract

Sources: Indenture (Columbus Energy Corp)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14November 5, 2025 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Viking Acquisition Inc. and the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the 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) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% 9¼% Senior PIK Toggle Notes Notes, Series A, due 2033 2018 referred to in the Indenture. The Notes include (i) $2,200,000,000 275,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.750% 9¼% Senior PIK Toggle Notes Notes, Series A, due 2033 2018 issued under the Indenture on July 14November 5, 2025 2010 (the “Initial Notes”) and ), (ii) if and when issued, additional Notes 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 July 14November 5, 2025 2010 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that Indenture and 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 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 IndentureSecurity Documents. The Indenture imposes certain limitations on the incurrence of indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assetsassets 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 provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.

Appears in 1 contract

Sources: Indenture (Armored AutoGroup Inc.)

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of July 14December 6, 2025 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein and U.S. The Bank of New York Mellon Trust Company, National Association, as trustee N.A. (the “Trustee”). The terms of the 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) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7507.125% Senior PIK Toggle Notes Notes, Series B, due 2033 2021 referred to in the Indenture. The Notes include (i) $2,200,000,000 800,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7507.125% Senior PIK Toggle Notes Notes, Series A, due 2033 2021 issued under the Indenture on July 14December 6, 2025 2011 (the “Initial Notes”) and ), (ii) if and when issued, additional Notes 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 July 14December 6, 2025 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureIndenture 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 the Additional Exchange 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 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 indebtednessindebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assetsassets 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 and subsidiaries, the consummation of mergers and consolidationsconsolidations and the activities of the Issuer prior to the consummation of the Acquisition. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries. Upon the occurrence of an Investment Grade Rating Event, certain covenants will no longer be in effect. Certain restrictions on the Issuer will cease to be in effect upon the consummation of the Acquisition.

Appears in 1 contract

Sources: Indenture (Superior Energy Services Inc)

Indenture. The Company issued the 2053 Notes as a series of Securities under an the Indenture dated as of July 14May 31, 2025 2023 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of May 31, 2023 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the 2053 Notes, herein called the “Indenture”), ) among the Company, the Guarantors named therein and U.S. Bank Trust CompanyOvintiv Canada ULC, National Association, as trustee a British Columbia corporation (the “TrusteeSubsidiary Guarantor”), and the Trustee. The terms of the 2053 Notes include those stated in the 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. 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 those terms. In the event of a conflict any inconsistency between the terms of the Notes this 2053 Note and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of 2053 Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This 2053 Note is one of the 10.000% / 10.7507.100% Senior PIK Toggle Notes due 2033 2053 referred to in the Indenture. The 2053 Notes include (i) $2,200,000,000 400,000,000 aggregate principal amount of the Company’s 10.000% / 10.7507.100% Senior PIK Toggle Notes due 2033 2053 issued under the Indenture on July 14May 31, 2025 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 time, under the Indenture Indenture, subsequent to July 14May 31, 2025 2023 (the “Additional 2053 Notes” and, together with the Initial 2053 Notes, the “2053 Notes”) as provided in Section 2.1(a) of the Indenture). The Initial 2053 Notes and the Additional 2053 Notes shall be considered collectively as a single class series of Securities 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 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

Sources: First Supplemental Indenture (Ovintiv Inc.)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of September 25, 2002 (the “Original Indenture”), as supplemented by the Eighteenth Supplemental Indenture dated as of July 14, 2025 2010 (as it may be amended or supplemented from time to time in accordance the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the CompanyIssuers and the Trustee and, with respect to the Supplemental Indenture, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee subsidiary guarantors signatory thereto (the “TrusteeSubsidiary Guarantors”). The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-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 those such terms. In To the event extent any provision of a conflict between this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several obligations of the Issuers initially in aggregate principal amount of $400 million. The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. To secure the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes 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 Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and the Notes on a senior basis pursuant to the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Eighteenth Supplemental Indenture (Plains All American Pipeline Lp)

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10% Senior Notes due 2007, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in this Indenture referred to below) in aggregate principal amount to $225,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of July 14October 17, 2025 1997, by and between the Company and The Chase Manhattan Bank, as trustee (as it may be amended or supplemented from time to time in accordance with herein called the terms thereof, the “"Trustee," which term includes any successor Trustee under this Indenture), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Guarantors named therein Trustee and U.S. Bank Trust Companythe Holders of the Notes, National Associationand of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the 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 trustee (a single class of securities under the “Trustee”)Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes 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. 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 those such terms. In No reference herein to the event Indenture and no provisions of a conflict between the terms of the Notes and the terms of the Indenture, the terms this Note or of the Indenture shall control. The Notes are senior unsecured obligations alter or impair the obligation of the Company. The aggregate , which is absolute and unconditional, to pay the principal amount of Notes that may be authenticated of, premium, if any, and delivered under interest on this Note at the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes times, place, and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to rate, and in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14coin or currency, 2025 (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 14, 2025 (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 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 subsidiariesherein prescribed.

Appears in 1 contract

Sources: Indenture (RCN Corp /De/)

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of July October 23, 2009 (the “Original Indenture”), as supplemented by a First Supplemental Indenture, dated as of May 14, 2025 2010 (the “Supplemental Indenture” and together with the Original Indenture as it may be further amended or supplemented from time to time in accordance with the terms thereof, as so supplemented or amended, the “Indenture”), among the Company, the Note Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 those terms. In the event Each Holder, by accepting a Note, agrees to be bound by all of a conflict between the terms of the Notes and the terms provisions of the Indenture, the terms of the Indenture shall controlas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the Company. The Company of which $65,000,000 in aggregate principal amount of Notes that may will be authenticated and delivered under 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. Subject to the conditions set forth in the Indenture is unlimited. The Company is also entitled to issue PIK Notes after and without the date hereof in accordance with the Notes and the Indenture. This Note is one consent of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in Holders, the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that Company may be issued from time to time under the Indenture subsequent to July 14, 2025 (the “issue Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial All Notes and the Additional Notes shall will be considered collectively treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 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 incurrence of indebtedness, Notes and all other amounts payable by the making of restricted payments, Company under 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 Indenture and the consummation of mergers Notes when and consolidations. The Indenture also imposes requirements with respect as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the provision of financial information and the provision of guarantees terms of the Notes and the Indenture, Accent Marketing Services, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Canada Inc., Computer Composition of Canada Inc., MDC/CPB Holdings Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, ▇▇▇▇▇▇▇▇▇▇▇ Bond ▇▇▇▇▇▇▇ & 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 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 terms of the Indenture. 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 certain subsidiariesor 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

Sources: First Supplemental Indenture (MDC Partners Inc)

Indenture. The Company issued the Notes under an Indenture dated as of July 14April 25, 2025 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein Guarantors, the Agent and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7506.750% Senior PIK Toggle Notes due 2033 2031 referred to in the Indenture. The Notes include (i) $2,200,000,000 600,000,000 aggregate principal amount of the Company’s 10.000% / 10.7506.750% Senior PIK Toggle Notes due 2033 2031 issued under the Indenture on July 14April 25, 2025 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 July 14April 25, 2025 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 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 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 subsidiaries, transactions with affiliates 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

Sources: Indenture (Churchill Downs Inc)

Indenture. The This Note is one of a duly authorized issue of securities of the Company designated as its “4.872% Senior Notes due 2029” (herein called the “Notes”), issued the Notes under an Indenture Eighth Supplemental Indenture, dated as of July 14June 11, 2025 2019 (the “Eighth Supplemental Indenture”), to an indenture, dated as of May 30, 2014, as supplemented by the seventh supplemental indenture dated as of February 7, 2019 (as it may be amended or supplemented from time to time in accordance so supplemented, the “Base Indenture” and herein with the terms thereofEighth Supplemental Indenture, collectively, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company▇▇▇▇▇ Fargo Bank, National Association, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture). The terms , to which reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes include those stated in and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes are considered Additional Notes issued pursuant to the Indenture. The aggregate principal amount of Additional Notes are subject to all terms and provisions Outstanding at any time may not exceed $125,000,000 in aggregate principal amount, except for, or in lieu of, other Notes of the series pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and Holders delivered. The Indenture pursuant to which this Note is issued provides that Additional Notes may be issued thereunder. All terms used in this Note which are referred to defined in the Indenture for a statement of those termsshall have the meanings assigned to them in the Indenture. In the event of a conflict or inconsistency between the terms of the Notes this Note and the terms of the Indenture, the terms provisions of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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 subsidiariesgovern.

Appears in 1 contract

Sources: Supplemental Indenture (Apollo Global Management LLC)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 14January 24, 2025 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company, Issuers and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes 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. (S)(S) 77aaa-77bbbb) (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in 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 TIA for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are unsecured senior unsecured obligations of the Company. The Issuers limited to $500,000,000 aggregate principal amount at maturity, except for Notes authenticated and delivered upon registration of transfer 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 $500,000,000 aggregate principal amount of Additional Notes that may be authenticated having substantially identical terms and delivered under conditions as the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the IndentureInitial Notes. This Note is one of the 10.000% / 10.750% Senior PIK Toggle [Initial]/1/ Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 and any Exchange Notes or Private Exchange Notes issued under in exchange for the Indenture on July 14, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time or Additional Notes pursuant to time under the Indenture subsequent to July 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes, the Additional Notes, the Exchange Notes and the Additional Private Exchange Notes shall be considered collectively are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes certain limitations on the incurrence Incurrence of indebtednessIndebtedness by the Issuers, and the Issuers' Restricted Subsidiaries, the making payment of restricted paymentsdividends on, and the purchase or redemption of Equity Interests of Mediacom and its Restricted Subsidiaries, the sale or transfer of assets, the incurrence investments of certain liensMediacom and its Restricted Subsidiaries and transactions with Affiliates. In addition, the making Indenture limits the ability of payments for consents, the entering into of agreements that Mediacom and its Restricted Subsidiaries to restrict distribution distributions and dividends 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 subsidiariesRestricted Subsidiaries.

Appears in 1 contract

Sources: Indenture (Mediacom Communications Corp)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14August 4, 2025 2020, among the Issuer and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7507.125% Senior PIK Toggle Notes due 2033 2028 referred to in the Indenture. The Notes include (i) $2,200,000,000 510,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7507.125% Senior PIK Toggle Notes due 2033 2028 issued under the Indenture on July 14August 4, 2025 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 July 14August 4, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (Reynolds Group Holdings LTD)

Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of July 14September 16, 2025 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyEmbraer Overseas Limited, the Guarantors named therein Embraer S.A. and U.S. The Bank Trust Company, National Associationof New York Mellon, as trustee Trustee, Registrar, Transfer Agent and Principal Paying Agent (the “Trustee”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all terms and provisions of the Indenture, and Holders are referred . Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of those terms. In the event respective rights, limitations of a conflict between rights, duties and immunities thereunder of the terms Company, the Guarantor, the Trustee and the Holders of the Notes and the terms of upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture, the terms . Copies of the Indenture and each Global Note shall control. The Notes are senior unsecured obligations be available for inspection at the offices of the Company. The aggregate principal amount of Notes that may be authenticated Trustee and delivered under the Indenture is unlimitedeach Paying Agent. The Company is also entitled may from time to time, without the consent of the Holders of the Notes, create and issue PIK Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price, the payment of interest accruing prior to the issue date thereof and the first payment of interest thereon after the issue date hereof thereof. Additional Notes issued in accordance this manner shall be consolidated with and shall form a single series with the Notes and the Indenturepreviously outstanding Notes. This The Note is one of the 10.000% / 10.750% Senior PIK Toggle [Initial]* [Exchange]** Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.14 of the Company’s 10.000% / 10.750% Senior PIK Toggle Indenture and any Exchange Notes due 2033 issued under in exchange for the Initial Notes or Additional Notes pursuant to the Indenture on July 14, 2025 (and 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 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the IndentureRegistration Rights Agreement. The Initial Notes, any Additional Notes and the Additional Exchange Notes shall be considered collectively are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes certain limitations on the incurrence creation of indebtednessLiens by the Guarantor and the Company and consolidation, merger and certain other transactions involving the Guarantor. In addition, the making Indenture requires the maintenance of restricted paymentsinsurance for the Guarantor and its Subsidiaries, the sale maintenance of assetsthe existence of the Guarantor and its Subsidiaries, the incurrence payment of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries taxes and the consummation of mergers claims and consolidations. The Indenture also imposes reporting requirements with respect applicable to the provision of financial information and the provision of guarantees of the Notes by certain subsidiariesGuarantor. * Include if Initial Note. ** Include if Exchange Note.

Appears in 1 contract

Sources: Indenture (Embraer S.A.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14September 25, 2025 2020, among the Issuer, the Guarantors named therein, the Trustee and the Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured secured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7506.125% Senior PIK Toggle First Lien Notes due 2033 2028 referred to in the Indenture. The Notes include (i) $2,200,000,000 1,000,000,000 principal amount of the CompanyIssuer’s 10.000% / 10.7506.125% Senior PIK Toggle First Lien Notes due 2033 2028 issued under the Indenture on July 14September 25, 2025 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 July 14September 25, 2025 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 part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax 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

Sources: Indenture (Avaya Holdings Corp.)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 14April 4, 2025 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, Issuers and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the 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. 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 Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7509.00% Senior PIK Toggle Notes due 2033 2019 referred to in the Indenture. The Notes include (i) $2,200,000,000 265,000,000 principal amount of the Company’s 10.000% / 10.750Issuers’ 9.00% Senior PIK Toggle Notes due 2033 2019 issued under the Indenture on July 14April 4, 2025 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 July 14April 4, 2025 2012 (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 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

Sources: Indenture (Townsquare Media, LLC)

Indenture. The Company Issuer issued the 2023 Notes under an Indenture dated as of July 14April 5, 2025 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, Holdings and the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the 2023 Notes 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) (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. The 2023 Notes are subject to all terms and provisions of the Indenture, 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 those terms. In such terms and provisions; in the event of a any conflict between the terms of the Notes this 2023 Note and the terms of the Indenture, the terms of the Indenture shall controlgovern. The 2023 Notes are unsecured senior unsecured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the IndentureIssuer. This 2023 Note is one of the 10.000% / 10.750% Senior PIK Toggle Exchange 2023 Notes due 2033 referred to in the Indenture. The 2023 Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Initial 2023 Notes due 2033 and any Exchange 2023 Notes issued under the Indenture on July 14, 2025 (the “in exchange for Initial Notes”) and (ii) if and when issued, additional 2023 Notes that may be issued from time pursuant to time under the Indenture subsequent to July 14, 2025 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Except as otherwise provided in the Indenture, the Initial 2023 Notes and any Exchange 2023 Notes, collectively with the Additional Initial 2018 Notes, any Exchange 2018 Notes, the Initial 2021 Notes shall be considered collectively and any Exchange 2021 Notes are treated 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 with the existing Notes for U.S. federal income Tax purposes. Any issuance of Additional Notes will be subject to Section 3.2 of securities under the Indenture. The Indenture imposes certain limitations on the incurrence ability of indebtednessthe 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 making of restricted payments, the sale of assets, the incurrence payment of certain liensdividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the making of payments for consentsIssuer and such Restricted Subsidiaries, the entering enter into of agreements that restrict distribution from restricted subsidiaries or permit certain transactions with Affiliates, create or incur Liens and the consummation of mergers and consolidationsmake asset sales. The Indenture also imposes requirements limitations on the ability of the Issuer and any Subsidiary Guarantor to consolidate or merge with respect 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 2023 Notes and all other amounts payable by the Issuer under the Indenture and the 2023 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the provision terms of financial information the 2023 Notes and the provision of guarantees of Indenture, the Notes by certain subsidiariesGuarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on an unsecured senior basis on the terms set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14September 1, 2025 2023, among the Issuer, the Guarantors, the Trustee and the Secured Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.0009.0% / 10.75014.0% Cash / PIK Senior PIK Toggle Secured Notes due 2033 2031 referred to in the Indenture. The Notes include (i) $2,200,000,000 1,741,259,000 principal amount of the CompanyIssuer’s 10.0009.0% / 10.75014.0% Cash / PIK Senior PIK Toggle Secured Notes due 2033 2031 issued under the Indenture on July 14September 1, 2025 2023 (the “Initial Notes”), (ii) PIK Notes issued from time to time as a result of a PIK Payment under the Indenture and (iiiii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 14September 1, 2025 2023 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes, the Additional Notes and the Additional Notes PIK Notes, to the maximum extent possible, shall be considered collectively as a single class for all purposes of the Indenture; provided that the any Additional Notes will not be issued with the same CUSIP number, ISIN or other identifying number as the existing Initial Notes unless such Additional Notes are part of the same issue as the Notes offered hereby fungible with the existing Notes for U.S. federal income Tax tax and securities law 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

Sources: Indenture (Carvana Co.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14December 20, 2025 2021, among the Issuer, the Guarantors, the Trustee and the Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.00010.250% / 10.750% Senior PIK Toggle Secured Notes due 2033 2026 referred to in the Indenture. The Notes include (i) $2,200,000,000 300,000,000 principal amount of the CompanyIssuer’s 10.00010.250% / 10.750% Senior PIK Toggle Secured Notes due 2033 2026 issued under the Indenture on July 14December 20, 2025 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 July 14December 20, 2025 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; 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 fungible with the existing Notes for U.S. federal income Tax tax or Securities law 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

Sources: Indenture (Skillz Inc.)

Indenture. The Company Issuers issued the Notes under an Indenture dated as of July 14May 21, 2025 2015 (the “Original Indenture”; the Original Indenture, as supplemented by the Trustee Succession Agreement referred to below, the “Base Indenture”, and the Base Indenture, as it may be further amended or supplemented from time to time (including by the Twenty-First Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”), ) among the CompanyIssuers, the Guarantors named therein and the Trustee (as defined below), as supplemented by the Agreement of Resignation, Acceptance and Appointment, dated as of September 30, 2020 (the “Trustee Successor Agreement”), by and among the Issuers, the predecessor Trustee and the successor Trustee, and by the Twenty-First Supplemental Indenture thereto dated as of May 9, 2024 (the “Twenty-First Supplemental Indenture”), among Regions Bank, as trustee (together with, as to any time prior to September 30, 2020, U.S. Bank Trust Company, National Association, as trustee (predecessor trustee, each, in such capacity, the “Trustee”), the Issuers and the Initial Guarantors. The terms of the Notes include those stated in the Twenty-First Supplemental Indenture, the Base Indenture (as it relates to the Notes) and those made part of the Indenture 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 those such terms. In the event of a Any conflict between the terms of the Notes and the terms Twenty-First Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be governed by the Twenty-First 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 Indenture, the terms and provisions of the Twenty-First Supplemental Indenture shall controland the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. The Notes are unsecured senior unsecured obligations of the Company. The Issuers the aggregate principal amount of Notes that may be authenticated and delivered under the Indenture which is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (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 14, 2025 (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 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

Sources: Twenty First Supplemental Indenture (Genesis Energy Lp)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14March 8, 2025 2023, among the Issuer, Frontier Video Services Inc. (the “Grantor”), the Guarantors party thereto from time to time, the Trustee and the Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured secured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.0008.625% / 10.750% Senior PIK Toggle First Lien Secured Notes due 2033 2031 referred to in the Indenture. The Notes include (i) $2,200,000,000 750,000,000 principal amount of the CompanyIssuer’s 10.0008.625% / 10.750% Senior PIK Toggle First Lien Secured Notes due 2033 2031 issued under the Indenture on July 14March 8, 2025 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 July 14March 8, 2025 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 will not be issued with the same CUSIP as the existing Notes unless such if any Additional Notes are not part of the same issue as the Notes offered hereby with under the existing Notes Indenture for U.S. United States federal income Tax purposes. Any issuance of tax purposes or if the Issuer otherwise determines that any Additional Notes should be differentiated from any other Notes, such Additional Notes will be subject to Section 3.2 have a separate CUSIP number, provided further that, for the avoidance of doubt, such Additional Notes will still constitute a single series with all other Notes issued under the IndentureIndenture for all other (i.e., non-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

Sources: Indenture (Frontier Communications Parent, Inc.)

Indenture. The Company Issuer issued the Notes under an Indenture dated as of July 14April 30, 2025 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors named therein Guarantors, the Agent and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)Trustees. The terms of the Notes include those stated in 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 those terms. In To the event extent any provision of a conflict between this Note conflicts with the terms of the Notes and the terms express provisions of the Indenture, the terms provisions of the Indenture shall controlgovern and be controlling. The Notes are senior unsecured obligations of the CompanyIssuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7504.375% Senior PIK Toggle Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 750,000,000 aggregate principal amount of the CompanyIssuer’s 10.000% / 10.7504.375% Senior PIK Toggle Notes due 2033 2029 issued under the Indenture on July 14April 30, 2025 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 July 14April 30, 2025 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 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 subsidiaries, transactions with affiliates 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

Sources: Indenture (Primo Water Corp /CN/)

Indenture. The Company issued the Notes under an the Indenture dated as of July 14June 13, 2025 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”), between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as of June 25, 2014 (the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture, dated as of December 5, 2016 (the “Second Supplemental Indenture”), among the Company, the Guarantors named therein Guarantors, and U.S. Bank Trust Company, National Associationthe Trustee (the Base Indenture, as trustee (supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “TrusteeIndenture”). This Note is one of a duly authorized series of Notes of the Company designated as its 5.50% Senior Notes due 2019. The Notes are limited in aggregate principal amount to $450,000,000. 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 and made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (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. To the extent any provision of the Notes limits, qualifies or conflicts with another provision which is required to be included in the Indenture by the TIA or with the Indenture directly, the required TIA provision or Indenture provision, as applicable, shall control. 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 as the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the Company. The aggregate principal amount of Notes that same may be authenticated and delivered under the Indenture is unlimited. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.750% Senior PIK Toggle Notes due 2033 referred to in the Indenture. The Notes include (i) $2,200,000,000 principal amount of the Company’s 10.000% / 10.750% Senior PIK Toggle Notes due 2033 issued under the Indenture on July 14, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued amended from time to time under the Indenture subsequent to July 14, 2025 (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 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 subsidiariestime.

Appears in 1 contract

Sources: Second Supplemental Indenture (Allegiant Travel CO)

Indenture. The Company issued the Notes under an Indenture dated as of July 14September 29, 2025 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the Trustee”). The terms of the Notes include those stated in 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 those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 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. The Company is also entitled to issue PIK Notes after the date hereof in accordance with the Notes and the Indenture. This Note is one of the 10.000% / 10.7504.625% Senior PIK Toggle Notes due 2033 2029 referred to in the Indenture. The Notes include (i) $2,200,000,000 500,000,000 principal amount of the Company’s 10.000% / 10.7504.625% Senior PIK Toggle Notes due 2033 2029 issued under the Indenture on July 14September 29, 2025 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 July 14September 29, 2025 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

Sources: Indenture (Diversey Holdings, Ltd.)