Terms of the Notes. The following terms relating to the Notes are hereby established: (a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number and an ISIN number as stated in Exhibit B hereto. (b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated in Exhibit B attached hereto. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "Additional Notes") having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires. (c) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached hereto. (d) If the Notes are identified as "Fixed" on Exhibit B, the rate at which the Notes shall bear interest shall be the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate"). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. (e) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture. (f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee. (g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture. (h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows: (i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. (ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture. (iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act. (iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act. (v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 6 contracts
Samples: Supplemental Indenture (Prospect Capital Corp), Supplemental Indenture (Prospect Capital Corp), Supplemental Indenture (Prospect Capital Corp)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number and an ISIN number as stated in Exhibit B hereto.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated in Exhibit B attached hereto. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "Additional Notes") having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached hereto.
(d) If the Notes are identified as "Fixed" on Exhibit B, the rate at which the Notes shall bear interest shall be the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate"). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The "Survivor's Option" is defined in Section 2.01 and, if applicable to the Notes, is a provision in a Note pursuant to which the Company agrees to repay that Note, if requested by the authorized representative of the beneficial owner of that Note, following the death of the beneficial owner of the Note, so long as the Note was owned by that beneficial owner or the estate of that beneficial owner at least six months prior to the request. The Survivor's Option, if applicable, shall be so specified under "Survivor's Option" on Exhibit B attached hereto. Upon the valid exercise of any Survivor's Option and the proper tender of that Note for repayment, the Company will, at its option, repay or repurchase that Note, in whole or in part, at a price equal to 100% of the principal amount of the deceased beneficial owner's interest in that Note plus unpaid interest accrued to the date of repayment. To be valid, any Survivor's Option must be exercised by or on behalf of the person who has authority to act on behalf of the deceased beneficial owner of the Note (including, without limitation, the personal representative or executor of the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner) under the laws of the applicable jurisdiction. The death of a person holding a beneficial ownership interest in a Note as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased holder's spouse, will be deemed the death of a beneficial owner of that Note, and the entire principal amount of the Note so held will be subject to repayment by us upon request. However, the death of a person holding a beneficial ownership interest in a Note as tenant in common with a person other than such deceased holder's spouse will be deemed the death of a beneficial owner only with respect to such deceased person's interest in the Note. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in a Note will be deemed the death of the beneficial owner of that Note for purposes of any Survivor's Option, regardless of whether that beneficial owner was the registered holder of that Note, if entitlement to those interests can be established to the satisfaction of the Trustee. A beneficial ownership interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife. In addition, a beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable Note during his or her lifetime. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of any Survivor's Option shall be accepted by us from authorized representatives of all deceased beneficial owners in any calendar year to an amount equal to the greater of $2,000,000 or 2% of the principal amount of all Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of any Survivor's Option shall be accepted by us from the authorized representative of any individual deceased beneficial owner of Notes in such calendar year. In addition, the Company will not permit the exercise of any Survivor's Option except in principal amounts of $1,000 and multiples of $1,000. An otherwise valid election to exercise any Survivor's Option may not be withdrawn. Each election to exercise any Survivor's Option will be accepted in the order that elections are received by the Trustee, except for any Note the acceptance of which would contravene any of the limitations described in the preceding paragraph. Notes accepted for repayment through the exercise of any Survivor's Option normally will be repaid on the first interest payment date that occurs 20 or more calendar days after the date of the acceptance. For example, if the acceptance date of a Note tendered through a valid exercise of any Survivor's Option is September 1, 2011, and interest on that Note is paid monthly, the Company would normally, at its option, repay that Note on the interest payment date occurring on October 15, 2011, because the September 15, 2011 interest payment date would occur less than 20 days from the date of acceptance. Each tendered Note that is not accepted in any calendar year due to the application of any of the limitations described in the preceding paragraph will be deemed to be tendered in the following calendar year in the order in which all such Notes were originally tendered. If a Note tendered through a valid exercise of any Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered holder, at that holder's last known address as indicated in the Note register, that states the reason that Note has not been accepted for repayment. With respect to Notes represented by a Global Note, DTC or its nominee is treated as the holder of the Notes and will be the only entity that can exercise any Survivor's Option for such Notes. To obtain repayment pursuant to exercise of any Survivor's Option for a Note, the deceased beneficial owner's authorized representative must provide the following items to the broker or other entity through which the beneficial interest in the Note is held by the deceased beneficial owner: • a written instruction to such broker or other entity to notify DTC of the authorized representative's desire to obtain repayment pursuant to exercise of such Survivor's Option; • appropriate evidence satisfactory to the Trustee (a) that the deceased was the beneficial owner of the Note at the time of death and his or her interest in the Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (b) that the death of the beneficial owner has occurred, (c) of the date of death of the beneficial owner, and (d) that the representative has authority to act on behalf of the beneficial owner; • if the interest in the Note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from the nominee attesting to the deceased's beneficial ownership of such Note; • written request for repayment signed by the authorized representative of the deceased beneficial owner with the signature guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and any other instruments or documents that the Trustee reasonably requires in order to establish the validity of the beneficial ownership of the Note and the claimant's entitlement to payment; and • any additional information the Trustee reasonably requires to evidence satisfaction of any conditions to the exercise of any Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment of the Note. In turn, the broker or other entity will deliver each of these items to the Trustee, together with evidence satisfactory to the Trustee from the broker or other entity stating that it represents the deceased beneficial owner. The death of a person owning a Note in joint tenancy or tenancy by the entirety with another or others shall be deemed the death of the holder of the Note, and the entire principal amount of the Note so held shall be subject to repayment, together with interest accrued thereon to the repayment date. The death of a person owning a Note by tenancy in common shall be deemed the death of a holder of a Note only with respect to the deceased holder's interest in the Note so held by tenancy in common; except that in the event a Note is held by husband and wife as tenants in common, the death of either shall be deemed the death of the holder of the Note, and the entire principal amount of the Note so held shall be subject to repayment. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note, shall be deemed the death of the holder thereof for purposes of this provision, regardless of the registered holder, if such beneficial interest can be established to the satisfaction of the Trustee and us. Such beneficial interest shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act, the Uniform Transfers to Minors Act, community property or other joint ownership arrangements between a husband and wife and trust arrangements where one person has substantially all of the beneficial ownership interest in the Note during his or her lifetime. The Company retains the right to limit the aggregate principal amount of Notes as to which exercises of any Survivor's Option applicable to the Notes will be accepted in any one calendar year as described above. All other questions regarding the eligibility or validity of a
Appears in 2 contracts
Samples: Supplemental Indenture (Prospect Capital Corp), Supplemental Indenture (Prospect Capital Corp)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture“5.00% Notes due 2026”. The Notes shall bear a CUSIP number of 376546 800 and an ISIN number of US3765468000, as stated in Exhibit B heretomay be supplemented or replaced from time to time.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.042.05, 3.052.06, 3.062.07, 9.06 or 11.07 and 9.04 of the Base Indenture and Section 3.02(a) of the Indenture) shall be as stated in Exhibit B attached hereto$127,937,500 (including $16,687,500 aggregate principal amount pursuant to the underwriters’ overallotment option). Under As authorized under a Board Resolution or Officer’s Certificate pursuant to a Board Resolution, Officers' Certificate the Company and the Trustee may enter into a Future Supplemental Indenture pursuant to Board Resolutions or an indenture supplement, which the Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case "case, “Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes will shall constitute a single series under the Indenture Indenture, and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on May 1, 2026 unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of the Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage 5.00% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")annum. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoMarch 2, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto February 1, May 1, August 1 and November 1 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto May 1, 2021 (provided that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will shall be made on the next succeeding Business Day and no additional interest will shall accrue as a result of such delayed payment); the initial interest period will shall be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for)March 2, 2021, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will shall be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will shall be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto January 15, April 15, July 15 or October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any, on) and any such interest on the Notes will shall be made at the Corporate Trust Office office of the Trustee in New Yorklocated at 000 Xxxxx Xxxxxxxxx, New York 00xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, Attention: Gladstone Investment Corporation (5.00% Notes Due 2026) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that that, at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in Kansas City, Missouri, on the date when such amount is due and payable and as further set forth in Section 4.01 of the Base Indenture; provided, further, however, that, so long as the Notes are registered to Cede & Co., such payment shall be made by wire transfer in accordance with the procedures established by DTC and the Trustee. Interest on the Notes will shall be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Second Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a new Global Note to reflect reflecting the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 Section 3.03 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary"“Depository”) shall be The Depository Trust Company, New York, New YorkDTC. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 3.01 of the Base Indenture and as follows:
(i) The Notes will shall be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B heretoMay 1, 2023, at a redemption price Redemption Price equal to 100% of $1,000 per Note the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemptionRedemption Date.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five thirty (530) nor more than sixty (60) days prior to the Redemption Date, at the Holder's ’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 3.02(a) of the Base Indenture.
(iii) Any exercise of the Company's ’s option to redeem the Notes will shall be done in compliance with the Indenture and the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will or, with respect to the Global Notes, the Depository shall determine the method for selecting the particular Notes to be redeemed, in accordance with Section 3.02(b) of the Indenture, the Investment Company ActAct and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will shall cease to accrue on the Notes called for redemption hereunder.
(h) The Notes shall not be subject to any sinking fund pursuant to Section 3.04 of the Base Indenture.
(i) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(j) Holders of the Notes shall not have the option to have the Notes repaid prior to the Stated Maturity.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Gladstone Investment Corporation\de), Second Supplemental Indenture (Gladstone Investment Corporation\de)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) There is hereby established a new Series of Securities to be issued under the Indenture to be designated as the Company’s “[ ]% Notes due 2027.” The Notes shall constitute a series of Securities having be issued in registered form substantially in the title form attached as stated Exhibit A hereto, in Exhibit B hereto each case with such appropriate insertions, omissions, substitutions and shall be designated other variations as Senior Securities under are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate or as may be required or appropriate to comply with any laws or with any rules made pursuant thereto or with the rules of any securities exchange or automated quotation system on which the Notes may be listed or traded, or to conform to general usage, or as may, consistently with the Indenture, be determined by the Officers executing such Notes, as evidenced by their execution thereof. The Notes shall bear be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Base Indenture as supplemented and amended by this Third Supplemental Indenture (including the Form of Note attached as Exhibit A hereto, the terms of which are incorporated by reference herein and shall be deemed to be a CUSIP number and an ISIN number as stated in Exhibit B heretopart of this Third Supplemental Indenture).
(b) The aggregate principal amount of the Notes that which may be initially authenticated and delivered under the Indenture (except pursuant hereto is unlimited. The Trustee shall initially authenticate and deliver Notes for Notes authenticated and delivered upon registration of, transfer of, or original issue in exchange for, or in lieu of, other Notes an aggregate principal amount of $[ ] pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 Section 2.04 of the Base Indenture) shall . The aggregate principal amount of the Notes to be as stated in Exhibit B attached hereto. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, issued hereunder may be increased at any time hereafter and the Company Series may from time to time, be reopened for issuances of additional Notes without the consent of any Holder. The Notes issued on the Holders of Notes, issue date hereof and any such additional Notes (in any such case "Additional Notes") having that may be issued hereafter shall be part of the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series Series of Securities for all purposes under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requiresIndenture.
(c) The entire outstanding principal Stated Maturity of the Notes shall be payable on the maturity date as identified on Exhibit B attached hereto[ ], 2027.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the or rates at which the Notes shall bear interest, the date or dates from which such interest shall accrue, the interest payment dates on which any such interest shall be payable and the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" regular record date for any interest payable on Exhibit B attached hereto (the "Applicable Interest Rate"). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable any interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Datedate, and the subsequent interest periods will be the periods from other terms, conditions and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion provisions of the Notes, in each case, shall be as set forth in the Trustee will determine Form of Note attached as Exhibit A hereto, the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Actterms of which are incorporated by reference herein.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Terms of the Notes. Section 1.01. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto and shall be designated as “6.750% Senior Securities under the Indenture. Notes due 2025.” The Notes shall bear a CUSIP number of 000000000 and an ISIN number as stated in Exhibit B heretoof US0413565021.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be as stated in Exhibit B attached hereto$35,300,000. Under a Board Resolution, Officers' Certificate pursuant Resolution or supplemental indenture to Board Resolutions or an indenture supplementthe Base Indenture, the Company may from time to timemay, without the consent of the Holders of Notes, issue additional Notes (in any such case "“Additional Notes"”) in an unlimited amount in one or more issuances from time to time, having the same ranking and the same interest rate, maturity and other terms and conditions as the Notes, except for issue date and, if applicable, the issue price, the initial interest payment date and the initial interest accrual date applicable thereto, either of which may differ from the respective terms of the previously issued Notes. Any Additional Notes and the existing Notes will constitute constitute, and otherwise be treated as, a single series under the Indenture and all Indenture. All references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires. If Additional Notes are not fungible with any preexisting Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number from any preexisting Notes.
(c) The Company Order for the authentication and delivery of the Notes initially authenticated and delivered under the Indenture may set forth procedures acceptable to the Trustee for the issuance of Additional Notes and determining the terms of particular Notes, such as date of issuance and date from which interest shall accrue.
(d) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached heretoMarch 15, 2025.
(de) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage 6.750% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "“Applicable Interest Rate"”). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoMarch 18, 2015, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto March 15, June 15, September 15 and December 15 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business DayJune 15, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment)2015; the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for)March 18, 2015, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered in the Trustee’s records at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto date that is 15 calendar days (whether or not a Business Day), as the case may be, next ) immediately preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(ef) The principal of and interest on the Notes shall be payable at, any Notes that are Registered Securities may be surrendered for registration of transfer or exchange at, and notices or demands to or upon the Company in respect of the Notes and this Indenture may be served at, the Corporate Trust Office of the Trustee in New York, New York.
(g) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Second Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(fh) The depositary for such Global Notes (the "“Depositary"”) shall be The Depository Trust Company, New York, New York. The initial Security Registrar and Paying Agent with respect to the Global Notes shall be the Trustee.
(gi) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(hj) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B heretoMarch 15, 2018, at a redemption price equal to 100% of $1,000 per Note the outstanding principal amount of the Notes being redeemed plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for of redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day deliverydelivery or, in case of Global Notes, transmitted in accordance with the Depositary’s procedures, to each Holder of the Notes to be redeemed, not less than five thirty (530) nor more than sixty (60) days prior to the Redemption Date, at the Holder's ’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company's ’s option to redeem the Notes will be done in compliance with the Investment Company ActIndenture.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, redeemed in accordance with Section 1103 of the Investment Company ActBase Indenture; provided that in the case of Global Notes, beneficial interests therein will be selected for redemption by the Depositary in accordance with its standard procedures therefor.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(k) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(l) The Notes shall be issuable in denominations of $25.00 and integral multiples of $25.00 in excess thereof.
(m) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
Appears in 1 contract
Samples: Second Supplemental Indenture (Arlington Asset Investment Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having be issued in fully registered form, in substantially the title as stated forms set forth in Exhibit A hereof (with respect to the Class A Notes) and Exhibit B hereto (with respect to the Class B Notes), in each case with such variations, omissions and shall insertions as may be designated required by the circumstances, as Senior Securities under may be required or permitted by the IndentureIndenture and this First Terms Supplement, or be consistent with the Indenture and this First Terms Supplement and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto. The Notes may be issued only in Authorized Denominations. The Notes shall bear a CUSIP number and an ISIN number be dated as stated in Exhibit B hereto.
(b) The aggregate principal amount of the Closing Date. Each Class of Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated in Exhibit B attached heretomature on its Final Maturity Date. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "Additional Notes") having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable issued to a Securities Depository for use in a Book-Entry System in accordance with the provisions of Section 2.14 of the Indenture. Interest on the maturity date as identified on Exhibit B attached hereto.
(d) If the Notes are identified as "Fixed" on Exhibit B, the rate at which the Notes shall bear interest shall be the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate"). The date from which interest each Note shall accrue on the Notes Outstanding Amount of such Note until such Note has been paid in full or payment has been duly provided for, as the case may be, and shall be on accrue from the date specified in Exhibit B attached hereto, later of the Closing Date or the most recent Interest Payment Distribution Date to which interest has been paid or duly provided for; . Each Note shall bear interest at an interest rate determined in accordance with the Interest Payment Dates for provisions and subject to the limitations set forth herein, and interest on Notes shall be as identified in Exhibit B attached hereto of paid for the related Interest Payment Period on each year, commencing Distribution Date (or on the date as identified as the 1st Coupon each Quarterly Distribution Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; of the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, Class B Notes). Principal will be paid on the Notes on each Distribution Date (or on each Quarterly Distribution Date in the case of the Class B Notes) in an amount up to the Person in whose name the Note (Noteholders' Principal Distribution Amount on such Distribution Date or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day)Quarterly Distribution Date, as the case may be, next preceding such Interest Payment Datein the order and priorities set forth in the Transfer and Servicing Agreement and the Indenture. The initial interest payment on Except as otherwise set forth in the Notes on Indenture and the date as identified as Transfer and Servicing Agreement, the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office rights of the Trustee in New York, New York in such coin or currency Holders of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed Class B Notes to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New York. The Security Registrar receive distributions with respect to the Global Notes interest shall be subordinated to the Trustee.
(g) The prior rights of the Holders of the Class A Notes to receive all payments of interest to which they are entitled and, after each Class of Notes has received the full amount of interest to which it is entitled, the rights of the Holders of the Class B Notes to receive distributions with respect to principal shall be defeasible pursuant subordinated to Section 14.02 or Section 14.03 the prior rights of the Base Indenture. Covenant defeasance contained in Section 14.03 Holders of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Class A Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior receive all payments of principal to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenturewhich they are entitled.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Samples: Indenture (Crestar Bank /Va)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) There is hereby established a new Series of Securities to be issued under the Indenture to be designated as the Company’s “3.500% Notes due 2027.” The Notes shall constitute a series of Securities having be issued in registered form substantially in the title form attached as stated Exhibit A hereto, in Exhibit B hereto each case with such appropriate insertions, omissions, substitutions and shall be designated other variations as Senior Securities under are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate or as may be required or appropriate to comply with any laws or with any rules made pursuant thereto or with the rules of any securities exchange or automated quotation system on which the Notes may be listed or traded, or to conform to general usage, or as may, consistently with the Indenture, be determined by the Officers executing such Notes, as evidenced by their execution thereof. The Notes shall bear be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Base Indenture as supplemented and amended by this Third Supplemental Indenture (including the Form of Note attached as Exhibit A hereto, the terms of which are incorporated by reference herein and shall be deemed to be a CUSIP number and an ISIN number as stated in Exhibit B heretopart of this Third Supplemental Indenture).
(b) The aggregate principal amount of the Notes that which may be initially authenticated and delivered under the Indenture (except pursuant hereto is unlimited. The Trustee shall initially authenticate and deliver Notes for Notes authenticated and delivered upon registration of, transfer of, or original issue in exchange for, or in lieu of, other Notes an aggregate principal amount of $300,000,000 pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 Section 2.04 of the Base Indenture) shall . The aggregate principal amount of the Notes to be as stated in Exhibit B attached hereto. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, issued hereunder may be increased at any time hereafter and the Company Series may from time to time, be reopened for issuances of additional Notes without the consent of any Holder. The Notes issued on the Holders of Notes, issue date hereof and any such additional Notes (in any such case "Additional Notes") having that may be issued hereafter shall be part of the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series Series of Securities for all purposes under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requiresIndenture.
(c) The entire outstanding principal Stated Maturity of the Notes shall be payable on the maturity date as identified on Exhibit B attached heretoApril 6, 2027.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the or rates at which the Notes shall bear interest, the date or dates from which such interest shall accrue, the interest payment dates on which any such interest shall be payable and the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" regular record date for any interest payable on Exhibit B attached hereto (the "Applicable Interest Rate"). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable any interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Datedate, and the subsequent interest periods will be the periods from other terms, conditions and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion provisions of the Notes, in each case, shall be as set forth in the Trustee will determine Form of Note attached as Exhibit A hereto, the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Actterms of which are incorporated by reference herein.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a series Series of Securities Securities, having the title as stated in Exhibit B hereto and shall be designated as “6.100% Senior Securities under the Indenture. Notes due 2033.”
(2) The Notes shall bear a CUSIP number be issued at one hundred percent (100%) of the principal amount thereof, other than any offering discounts pursuant to the initial offering and an ISIN number as stated in Exhibit B heretoresale of the Notes.
(b3) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated in Exhibit B attached hereto$800,000,000. Under a Board ResolutionThe Company may, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as (except for the Notes. Any issue price, the issue date and, if applicable, the payment of interest accruing prior to the issue date of such Additional Notes and the existing first payment of interest following the issue date of such Additional Notes) as the Initial Notes. The Initial Notes will and any Additional Notes shall each constitute a single series Series under the Indenture and all references to the relevant Notes herein Note shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have one or more separate CUSIP numbers. The maximum aggregate principal amount of Additional Notes shall be unlimited.
(c4) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached heretoMarch 15, 2033, unless redeemed or repurchased prior to that date.
(d5) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be 6.100% per year, subject to adjustment upon the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if occurrence of certain ratings-based events with respect to the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")pursuant to Section 1.9 of this Fourth Supplemental Indenture. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date (as defined below) to or for which interest has been paid or duly provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto of each yearor, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, from the original issue date of the Notes. The dates on any which the Company will pay interest for the Notes shall be March 15 and September 15 of each year, beginning September 15, 2023 (each such date an “Interest Payment Date, will ”). Interest shall be paid payable on each Interest Payment Date to the Person in whose name the Note (or one or more predecessor Notes) is registered Holders of record at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day)March 1 and September 1, as the case may be, next immediately preceding such the relevant Interest Payment DateDate (in connection with the Notes, a “regular record date”). The initial basis upon which interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will computed shall be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(e6) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially whole in the form of Exhibit A hereto. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary Depositary for such Global Notes (the "Depositary") Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be substantially in the Trustee.
(g) form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 issuable in registered form in denominations of the Base Indenture. Covenant defeasance contained $2,000 and integral multiples of $1,000 in Section 14.03 of the Base Indenture excess thereof and shall apply to the covenants contained be denominated in Sections 10.06 and 10.08 of the IndentureDollars.
(h7) The Notes shall may be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, redeemed at the option of the CompanyCompany prior to the Stated Maturity, on in whole or after the date identified in part, as the Optional Redemption Date provided in Exhibit B hereto, at a redemption price Section 1.4 of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemptionthis Fourth Supplemental Indenture.
(ii) Notice of redemption 8) The Company shall be given required to and shall redeem the Notes if and to the extent required as provided in writing and mailed, first-class postage prepaid Section 1.5 of this Fourth Supplemental Indenture.
(9) The Notes will not have the benefit of any sinking fund.
(10) The Notes are not convertible into shares of common stock or by overnight courier guaranteeing next-day delivery, to each Holder other securities of the Notes to be redeemed, not less than five Company.
(511) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information The additional restrictive covenants set forth in Section 11.04 1.7 of the Base Indenture.
(iii) Any exercise of the Company's option this Fourth Supplemental Indenture shall be applicable to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Securities Notes having the title as stated in Exhibit B hereto and shall be designated as “1.500% Senior Securities under the Indenture. The Notes shall bear a CUSIP number and an ISIN number as stated in Exhibit B heretodue 2020”.
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture“Initial Notes”) shall be as stated in Exhibit B attached hereto€425,000,000. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "the “Additional Notes"”) having the same ranking and terms (except for the same issue date, offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall together constitute a single series under the Indenture and all references to the relevant Notes herein shall include both the Initial Notes and the Additional Notes Notes, unless the context otherwise requires.
(c) . The aggregate principal amount of the Notes shall be unlimited. The entire outstanding Outstanding principal amount of the Notes shall be payable on December 1, 2020. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the maturity date as identified on Exhibit B attached heretooffice or agency maintained for such purposes in London, initially, the Specified Office of the London Paying Agent.
(d3) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage 1.500% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")annum. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from November 24, 2015. The Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto December 1 of each year, commencing beginning December 1, 2016, until the principal is paid or made available for payment. Interest shall be payable in arrears on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent each Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered holders of record at the close of business on the Regular Record Date for such interestNovember 15 prior to each Interest Payment Date, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day), as the case may bebe (each such date being a “regular record date”). Interest on the notes shall be computed on the basis of an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of ICMA) day count convention.
(4) The Notes shall be issuable in whole in the form of one or more registered Global Securities, next preceding such Interest Payment Datewithout coupons, which shall be deposited with, or on behalf of, the applicable Depositary and shall be registered in the name of the Common Depositary for, and in respect of interests held through, the applicable Depositary. The initial interest payment on Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of €100,000 or any integral multiple of €1,000 in excess thereof.
(5) The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof.
(6) The Notes shall not have the benefit of any sinking fund.
(7) Except as provided herein, the holders of the Notes on shall have no special rights in addition to those provided in the date Base Indenture upon the occurrence of any particular events.
(8) The Notes shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves.
(9) The Notes are not convertible into shares of common stock or other securities of the Company.
(10) The covenants set forth in Section 1.4 hereof shall be applicable to the Notes.
(11) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes, except that the first paragraph of Section 2.05(c) shall be modified with respect to the Notes as identified follows: A Global Security may not be transferred except as a whole by the Common Depositary for the Notes to a nominee of such Common Depositary, by a nominee of such Common Depositary to such Common Depositary or to another nominee of such Common Depositary or by such Common Depositary or any such nominee to a successor Common Depositary for the Notes or a nominee of such successor Common Depositary. If at any time the Common Depositary notifies the Company that it is unwilling, unable or no longer qualified to continue as Common Depositary for the Notes and a successor Common Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the provisions of Section 2.11 of the Base Indenture shall no longer be applicable to the Notes. In addition, (i) if the Company at any time notifies the Trustee in writing that the Notes shall no longer be represented by a Global Security, the provisions of Section 2.11 of the Base Indenture shall no longer apply to the Notes and (ii) if the Trustee so requests, upon an Event of Default, the Notes shall no longer be represented by a Global Security and the provisions of Section 2.11 of the Base Indenture shall no longer apply to the Notes. In any such event the Company shall execute Notes in the form of Definitive Securities in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof, and in an aggregate principal amount equal to the principal amount of the Global Security representing such Notes and, subject to Section 2.05 of the Base Indenture, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, if applicable, shall authenticate and deliver such Definitive Securities in exchange for such Global Security. Upon the exchange of the Global Security of such Definitive Securities, the Global Security shall be canceled by the Trustee. Such Definitive Securities shall be registered in such names and in such authorized denominations as the 1st Coupon Date in Exhibit B heretoCommon Depositary, pursuant to instructions from its Participants or the initial Interest Payment Dateindirect participants or otherwise, shall be equal in writing instruct the Trustee. The Trustee shall deliver the Notes to amount identified as the 1st Coupon Amount Common Depositary for delivery to the Persons in Exhibit B hereto. Payment whose names the Notes are so registered.
(12) All payments of principal of of, and interest (and premiumincluding Additional Amounts, if any) and any such interest on premium (if any) on, the Notes will shall be made at the Corporate Trust Office of the Trustee payable in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debtseuro; provided, however, that if, on or after November 13, 2015, euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes shall be made in U.S. dollars until the euro is again available to the Company or so used. In such circumstances, the amount payable on any date in euro shall be converted into U.S. dollars at the option rate mandated by the U.S. Federal Reserve Board as of the Company payment close of interest may be made by check mailed business on the second Business Day prior to the address of the Person entitled thereto as such address shall appear relevant payment date or, in the Security Register. Interest on event the Notes will be computed U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of a 360-day year the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of twelve 30-day monthsthe Notes so made in U.S. dollars shall not constitute an Event of Default under the Notes and the Indenture. Neither the Trustee nor the London Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Any references elsewhere in the Indenture or the Notes to payments being made in euro notwithstanding shall be made in U.S. dollars to the extent set forth in this Section 1.2(12).
(e13) The London Paying Agent for the Notes shall initially be initially issuable in global form (each such NoteThe Bank of New York Mellon, a "Global Note")London Branch. The Global Company hereby initially designates the Specified Office of the London Paying Agent as the office to be maintained by it where Notes may be presented for payment, registration of transfer or exchange, and where notices to or demands upon the Trustee's certificate Company in respect of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall Indenture may be The Depository Trust Company, New York, New Yorkserved. The Security Registrar with respect to for the Global Notes shall initially be The Bank of New York Mellon, London Branch. The Company reserves the Trusteeright at any time to vary or terminate the appointment of any London Paying Agent or Security Registrar, to appoint additional or other London Paying Agents or Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.
(g14) The In order to provide for all payments due on the Notes as the same shall become due, the Company shall cause to be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply paid to the covenants contained London Paying Agent, no later than 10:00 a.m. London time on the Business Day prior the payment date of each Note, at such bank as the London Paying Agent shall previously have notified to the Company, in Sections 10.06 and 10.08 of the Indentureimmediately available funds sufficient to meet all payments due on such Notes.
(h15) The Notes Notwithstanding any other provision of this Supplemental Indenture, the Trustee and London Paying Agent shall be redeemable pursuant entitled to Section 11.01 make a deduction or withholding from any payment which it makes under this Supplemental Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the Base Indenture and as follows:
(i) The Notes will be redeemable relevant holder failing to satisfy any certification or other requirements in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion respect of the Notes, in which event the Trustee will determine or London Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the method relevant authorities for selecting the particular Notes amount so withheld or deducted and shall have no obligation to be redeemed, in accordance with the Investment Company Actgross up any payment hereunder or pay any additional amount as a result of such withholding tax.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. “[●]% Notes due 20[●].” The Notes shall bear a CUSIP number of [●] and an ISIN number as stated in Exhibit B heretoof [●].
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be as stated $[●] (or up to $[●] if the purchasing agent’s option to purchase additional Notes is exercised in Exhibit B attached heretofull). Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on [●], 20[●], unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of this First Supplemental Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage [●]% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "“Applicable Interest Rate"”). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto[●], 2016, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto [●], [●], [●] and [●] of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto [●], 2016 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for)[●], 2016, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto [●], [●], [●] or [●] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York[Boston, New York Massachusetts] in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this First Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionsissuances. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the "“Depositary"”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06 1007, 1008 and 10.08 1009 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto[●], 20[●], at a redemption price equal to 100% of $1,000 per Note the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five thirty (530) nor more than sixty (60) days prior to the Redemption Date, at the Holder's ’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company's ’s option to redeem the Notes will be done in compliance with the Investment Company ActIndenture to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee or the Depositary, as applicable, will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture and the Investment Company ActAct and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Designated Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture“4.875% Notes due 2026”. The Initial Notes offered and sold to QIBs shall bear a CUSIP number of 73688F AA0 and an ISIN number as stated in Exhibit B heretoof US73688FAA03 and the Notes offered and sold to Institutional “Accredited Investors” under Rule 501(a)(1), (2), (3), (7) or (9) under the Securities Act shall bear a CUSIP number of 73688F AB8 and an ISIN number of US73688FAB85.
(b) The aggregate principal amount of the Initial Notes that may be initially authenticated and delivered under the Indenture (except for Initial Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be as stated $80,000,000. In addition, Exchange Notes may be authenticated and delivered under this Indenture for issue in Exhibit B attached heretoa Registered Exchange Offer pursuant to the Registration Rights Agreement in a like principal amount of the Initial Notes or Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplementa Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "case, other than any Exchange Notes, “Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes will shall constitute a single series under the Indenture Indenture, and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on April 30, 2026 unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of the Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage 4.875% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")annum. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoApril 30, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto April 30 and October 30 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto October 30, 2021 (provided that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will shall be made on the next succeeding Business Day and no additional interest will shall accrue as a result of such delayed payment); the initial interest period will shall be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for)April 30, 2021, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will shall be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will shall be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto April 15 and October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any, on) and any such interest on the Notes will shall be made at the Corporate Trust Office office of the Trustee in New Yorklocated at 000 Xxxx Xxxxxx, New York Xxxxx 0000, Xxx Xxxx, XX 0000, Attention: Portman Ridge Finance Corporation (4.875% Notes Due 2026) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that that, at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in New York City, on the date when such amount is due and payable and as further set forth in Section 1001 of the Indenture; provided, further, however, that, so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will shall be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Initial Notes will be distributed only in transactions that are exempt from registration under the Securities Act. Such Notes may thereafter be transferred only in accordance with the provisions of the Indenture.
(f) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Third Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(fi) The depositary Notes offered and sold to QIBs shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, the Depository (as hereinafter defined), or will remain in the custody of the Trustee pursuant to an agreement between the Depository and the Trustee. The Notes offered and sold to institutional “Accredited Investors” as defined under Rule 501(a)(1), (2), (3), (7) or (9) under the Securities Act (each an “IAI”) shall be issued initially in the form of one or more IAI Global Notes, which shall be deposited with, or on behalf of, the Depository, or will remain in the custody of the Trustee pursuant to an agreement between the Depository and the Trustee.
(ii) Unrestricted Global Notes shall be issued in accordance with Section 1.02(b)(v) hereof and shall be deposited, duly executed by the Company and authenticated by the Trustee as hereinafter provided.
(g) The depository for such Global Notes (the "Depositary"“Depository”) shall be The Depository Trust Company, New York, New York, until a successor shall have been appointed and become such person, and thereafter, Depository shall mean or include such successor. The Security Registrar with respect to the Global Notes shall be the Trustee.
(gh) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06 1007, 1008 and 10.08 1009 of the Indenture. For the avoidance of doubt, Article Four of the Base Indenture also applies to the Notes.
(hi) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will shall be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price Redemption Price (calculated by the Company and reported to the Trustee) equal to the greater of $1,000 per Note plus the following amounts, plus, in each case, accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.Redemption Date:
(iia) Notice 100% of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder the principal amount of the Notes to be redeemed, not less than five or
(5b) nor more than sixty the sum of the present value of the remaining scheduled payments of principal and interest (60) days prior exclusive of accrued and unpaid interest to the Redemption Date, at ) on the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with discounted to the Investment Company Act.
Redemption Date on a semi-annual basis (vassuming a 360-day year consisting of twelve 30-day months) Unless using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company defaults in payment redeems any Notes on or after the Par Call Date, the Redemption Price for the Notes will be equal to 100% of the Redemption Priceprincipal amount of the Notes to be redeemed, on plus accrued and after unpaid interest, if any, to, but excluding, the Redemption Date. For purposes of calculating the Redemption Price in connection with the redemption of the Notes, interest will cease to accrue on any Redemption Date, the Notes called for redemption hereunder.following terms have the meanings set forth below:
Appears in 1 contract
Samples: Third Supplemental Indenture (Portman Ridge Finance Corp)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. “[ ]% Notes due 20[ ].” The Notes shall bear a CUSIP number of [ ] and an ISIN number as stated in Exhibit B heretoof US[ ].
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be as stated up to $[ ] (or up to $[ ] aggregate principal amount if the underwriters’ option to purchase additional Securities is exercised in Exhibit B attached heretofull). Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached hereto[ ], 20[ ].
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage [ ]% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "“Applicable Interest Rate"”). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto[ ], 2021 or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto [ ], [ ], [ ] and [ ] of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto [ ], 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for)[ ], 2021, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto [ ], [ ], [ ] and [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the Corporate Trust Office office of the Trustee in New Yorklocated at 100 Xxxx Xxxxxx, New York Xxxxx 000, Xxx Xxxx, XX 00000 Attn: Global Corporate Trust & Custody and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this First Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the "“Depositary"”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06 1006, 1008 and 10.08 1009 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto[ ], 20[ ], at a redemption price equal to 100% of $1,000 per Note the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five thirty (530) nor more than sixty (60) days prior to the Redemption Date, at the Holder's ’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company's ’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture and the Investment Company ActAct and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Samples: Supplemental Indenture (Terra Property Trust, Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto “4.50% Notes due 2023” and shall be are hereby designated as Designated Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 83413U AB6 and an ISIN number as stated in Exhibit B heretoof US83413UAB61.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes (i) authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture and (ii) that have never been issued or sold by the Company and are deemed never to have been authenticated and delivered under the Indenture pursuant to Section 303 of the Base Indenture) shall be as stated in Exhibit B attached hereto$75,000,000. Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes will have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on January 20, 2023, unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of this Second Supplemental Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage 4.50% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")annum. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoNovember 22, 2017, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto January 20 and July 20 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto January 20, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto November 22, 2017 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto January 5 and July 5 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Second Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the "“Depositary"”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06 1007 and 10.08 1008 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, at a Redemption Price equal to the greater of the following amounts:
(A) 100% of the principal amount of each Note to be redeemed; or
(B) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on each Note to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30- day months) using the applicable Treasury Rate plus 40 basis points; plus, in each case, accrued and unpaid interest to but excluding the Redemption Date provided, however, that if the Company redeems any Notes on or after December 20, 2022 (the date identified as falling one month prior to the Optional maturity date of the Notes), the Redemption Date in Exhibit B heretoPrice for each such Note will be equal to 100% of the principal amount of each Note to be redeemed, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued interest, if any, to, but excluding, the date fixed for of redemption.
(ii) Notice . For purposes of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to calculating the Redemption Date, at the Holder's address appearing Price in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance connection with the Investment Company Act.
(iv) If the Company elects to redeem only a portion redemption of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the any Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.following terms have the meanings set forth below:
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto “2.500% Notes due 2026” and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 83012A AA7 and an ISIN number as stated in Exhibit B heretoof US83012AAA79.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated in Exhibit B attached hereto$300,000,000. Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking and the same interest rate, maturity maturity, CUSIP number and other terms as the Notes; provided that such Additional Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding Outstanding principal amount of the Notes shall be payable on August 1, 2026, unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of this Third Supplemental Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage 2.500% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "“Applicable Interest Rate"”). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoFebruary 3, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto February 1 and August 1 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto August 1, 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto February 3, 2021 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at 5:00 p.m. New York City time (the “close of business business”) on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto January 15 and July 15 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New YorkPaying Agent, New York which shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that in the case of Notes that are not in global form, at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Third Supplemental Indenture. Each Global Note shall represent the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depositary Custodian for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New Yorkthe Trustee. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 10.06, 10.07 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable redeemable, in whole or in part part, at any time time, or from time to time, at the option of the Company, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date:
(a) 100% of the principal amount of the Notes to be redeemed, or
(b) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 35 basis points; provided, however, that if the Company redeems any Notes on or after July 1, 2026, the date identified as Redemption Price for the Optional Redemption Date in Exhibit B heretoNotes will be equal to 100% of the principal amount of the Notes to be redeemed, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued interest, if any, to, but excluding, the date fixed for of redemption.
(ii) Notice . For purposes of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to calculating the Redemption Date, at the Holder's address appearing Price in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance connection with the Investment Company Act.
(iv) If the Company elects to redeem only a portion redemption of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the any Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.following terms have the meanings set forth below:
Appears in 1 contract
Samples: Third Supplemental Indenture (Sixth Street Specialty Lending, Inc.)
Terms of the Notes. Pursuant to Section 2.01 of the Base Indenture, the Notes shall be substantially in the form annexed hereto as Exhibit A. The following terms relating and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Third Supplemental Indenture. The Company shall be entitled to issue Additional Notes under this Third Supplemental Indenture that shall have identical terms and conditions as the Initial Notes, other than with respect to the date of issuance and, if issued after February 15, 2013, the date from which interest thereon will begin to accrue. The Initial Notes are hereby established:
(a) The issued on the Issue Date and any Additional Notes shall constitute be part of the same series as the Initial Notes and will be treated as a series single class for all purposes under this Third Supplemental Indenture and the Base Indenture. The Initial Notes issued on the Issue Date will be represented by one or more Global Notes in the name of Securities having Cede & Co., as a nominee of the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the IndentureDepositary, The Depository Trust Company. The Notes shall bear be in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof. With respect to any Additional Notes, in addition to any other requirements set forth in the Base Indenture, the Company shall set forth in an Officers’ Certificate, a CUSIP number and an ISIN number as stated in Exhibit B hereto.copy of which shall be delivered to the Trustee, the following information:
(bi) The the aggregate principal amount of the such Additional Notes that may to be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of this Third Supplemental Indenture;
(ii) the Base Indenture) shall be as stated in Exhibit B attached hereto. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplementissue price, the Company may from time to time, without issue date and the consent CUSIP number of the Holders of Notes, issue additional Notes (in any such case "Additional Notes") having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached hereto.
(d) If the Notes are identified as "Fixed" on Exhibit B, the rate at which the Notes shall bear interest shall be the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate"). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the option meaning of Section 1273 of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.Code; and
(iii) Any exercise of the Company's option to redeem the whether such Additional Notes will be done in compliance with issued as Global Notes or as Certificated Notes and whether and to what extent the Investment Company ActAdditional Notes will contain additional legends.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto and shall be designated as “[ ]% Fixed Rate Senior Securities under the IndentureNotes due 2028”. The Notes shall bear a CUSIP number of [ ] and an ISIN number of [ ], as stated in Exhibit B heretomay be supplemented or replaced from time to time.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.043.4, 3.053.5, 3.063.6, 9.06 or 11.07 9.6 and 11.7 of the Base Indenture) shall be as stated $60,000,000 aggregate principal amount (up to $69,000,000 if the underwriters exercise their option to purchase additional Securities in Exhibit B attached heretofull). Under a Board Resolution, Officers' ’ Certificate pursuant to a Board Resolutions Resolution or an indenture supplementa Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, . issue additional Notes (in any such case "case, “Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes will shall constitute a single series under the Indenture Indenture, and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on [September 30], 2028 unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of the Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage [ ]% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")annum. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto[ ], 2023, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto March 30, June 30, September 30 and December 30 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto [December 30], 2023 (provided that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will shall be made on the next succeeding Business Day and no additional interest will shall accrue as a result of such delayed payment); the initial interest period will shall be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for)[ ], 2023, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will shall be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will shall be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto March 15, June 15, September 15 or December 15 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any, on) and any such interest on the Notes will shall be made at the Corporate Trust Office office of the Trustee in New Yorklocated at [000 Xxxx Xxxxxx, New York 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Global Corporate Trust Services ([ ]% Fixed Rate Senior Notes Due 2028)] or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that that, at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided. further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in New York, New York, on the date when such amount is due and payable and as further set forth in Section 10.1 of the Base Indenture; provided, further, however, that, so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by DTC and the Trustee. Interest on the Notes will shall be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this First Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a new Global Note to reflect reflecting the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 Section 11.7 of the Base Indenture.
(f) The depositary for such Global Notes (the "“Depositary"”) shall be The Depository Trust Company, New York, New YorkDTC. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 11.1 of the Base Indenture and as follows:
(i) The Notes will shall be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto[September 30], 2025, at a redemption price Redemption Price equal to 100% of $1,000 per Note the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemptionRedemption Date.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, sent to each Holder of the Notes to be redeemed, not less than five fifteen (515) nor more than sixty (60) days prior to the Redemption Date, at the Holder's ’s address appearing in the Security RegisterRegister or in the case of Global Notes, in accordance with the applicable procedures of the Depository. All notices of redemption shall contain the information set forth in Section 11.04 11.4 of the Base Indenture.
(iii) Any exercise of the Company's ’s option to redeem the Notes will shall be done in compliance with the Investment Company ActIndenture.
(iv) If the Company elects to redeem only a portion of the NotesNotes by partial redemption, the Trustee will determine the method for selecting the particular Notes to be redeemedredeemed shall be selected in accordance with applicable rules and procedures of the Depository, or in the case of certificated notes, any other method in accordance with the Investment Company Actpolicies and procedures of the Trustee.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, Date interest will shall cease to accrue on the Notes called for redemption hereunder.
(h) The Notes shall not be subject to any sinking fund pursuant to Article XII of the Base Indenture.
(i) The Notes shall be issuable in minimum denominations of $25 and integral multiples of $25 in excess thereof.
(j) Holders of the Notes shall not have the option to have the Notes repaid prior to the Stated Maturity, except in accordance with this Section 1.1(j) in connection with a Change of Control Repurchase Event.
(i) If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has provided notice of the redemption of the Notes pursuant to Section 1.1(g) hereof, each Holder of Notes will have the right to require the Company to purchase some or all (in minimum principal amounts of $25 or an integral multiple of $25 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”).
(ii) If a Change of Control Offer is required, within 20 days following a Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control Repurchase Event, but after the public announcement of a Change of Control Repurchase Event, the Company will deliver a notice in a manner provided in Section 1.1 hereof to each Holder (with a copy to the Trustee and the Paying Agent, if other than the Trustee) describing the Change of Control Repurchase Event and offering to repurchase Notes on a specified date (the “Change of Control Payment Date”) at a cash price of 100% of the principal amount of any Notes to be repurchased, plus accrued and unpaid interest thereon to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”) (subject to the right of Holders at the close of business on the relevant record date to receive interest due on any Interest Payment Date falling on or prior to the Change of Control Payment Date). The Change of Control Payment Date will be no earlier than twenty (20) days and no later than thirty-five (35) days from the date the notice is sent. Among other things, such notice shall state that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with any form specified in such notice, to the Person and at the address specified in the notice (or, in the case of Global Notes, to surrender the Global Note and provide the information required in accordance with the Applicable Procedures) prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Change of Control Offer shall, if given prior to the date of consummation of the Change of Control Repurchase Event, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date specified in the Change of Control Offer.
(iii) On the Change of Control Payment Date, the Company will, to the extent lawful:
(A) accept for payment all Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(B) deposit the Change of Control Payment with the Paying Agent in respect of all Notes so accepted; and
(C) deliver to the Trustee the Notes accepted and an Officers’ Certificate stating the aggregate principal amount of all Notes repurchased by the Company and requesting that such Notes be cancelled.
(iv) The Paying Agent will promptly send to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and send, or cause to be transferred by book-entry, to each Holder a new Note in principal amount equal to any unrepurchased portion of the Notes surrendered; provided that each new Note will be in a minimum principal amount of $25 and integral multiples of $25 in excess thereof.
(v) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities laws or securities regulations conflict with the provisions of this Section 1.1(j), the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1.1(j) by virtue of that compliance.
(vi) The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 1.1(j) applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) the Company has given notice of redemption pursuant to Section 1.1 hereof prior to the occurrence of the Change of Control Repurchase Event. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, subject to one or more conditions precedent, including, but not limited to, the consummation of such Change of Control, if a definitive agreement is in place for the transaction that will give rise to a Change of Control Repurchase Event at the time the Change of Control Offer is made.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto “5.600% Notes due 2030” and shall be designated as Senior Securities under the Indenture. The Notes offered and sold to QIBs in reliance on Rule 144A shall bear a CUSIP number of 04020E AC1 and an ISIN number as stated of US04020EAC12. The Notes offered and sold in Exhibit B heretoreliance on Regulation S shall bear a CUSIP number of U2225W AB7 and an ISIN number of USU2225WAB73. The Exchange Notes or any other Unrestricted Global Notes issued in exchange for the Initial Notes pursuant to the Indenture shall bear a CUSIP number of 04020E AD9 and an ISIN number of US04020EAD94.
(b) The aggregate principal amount of the Initial Notes that may be initially authenticated and delivered under the Indenture (except for Initial Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated $750,000,000. In addition, Exchange Notes in Exhibit B attached heretoa like principal amount of the Initial Notes or Additional Notes may be authenticated and delivered under this Indenture for issue (i) in a Registered Exchange Offer pursuant to the Registration Rights Agreement or (ii) otherwise pursuant to an effective registration statement under the Securities Act. Under a Board Resolution, Officers' Officer’s Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "case, other than any Exchange Notes, “Additional Notes"”) having the same ranking and the same interest rate, maturity maturity, CUSIP number and other terms as the Notes; provided that such Additional Notes must be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding Outstanding principal amount of the Notes shall be payable on February 15, 2030, unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of this Second Supplemental Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage 5.600% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "“Applicable Interest Rate"”). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoOctober 2, 2024, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto February 15 and August 15 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto February 15, 2025 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto October 2, 2024 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto February 1 or August 1 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company Company, payment of interest may be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegister or (ii) transfer to an account maintained by the payee located in the United States. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes offered on the date hereof will be distributed initially only to (i) persons reasonably believed to be QIBs in reliance on Rule 144A and (ii) Non-U.S. Persons in reliance on Regulation S. Such Notes may thereafter be transferred only in accordance with the provisions of the Indenture.
(f) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"” and together, the “Global Notes”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Second Supplemental Indenture. Each Global Note shall represent the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(fi) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes and shall bear the applicable legends set forth in Section 1.02(f)(i)(A) hereof, which shall be deposited with, or on behalf of, the Depositary, or will remain in the custody of the Trustee pursuant to an agreement between the Depositary and the Trustee.
(ii) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes and shall bear the applicable legends set forth in Section 1.02(f)(i)(A) hereof, which shall be deposited with, or on behalf of, a custodian for the Depositary, or will remain in the custody of the Trustee pursuant to an agreement between the Depositary and the Trustee, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream.
(iii) Unrestricted Global Notes shall be issued in accordance with Section 1.02(b)(vi) hereof and shall be deposited, duly executed by the Company and authenticated by the Trustee as hereinafter provided.
(g) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New Yorkthe Depositary. The Security Registrar with respect to the Global Notes shall be the Trustee.
(gh) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 10.07 and 10.08 of the Base Indenture and Article Six of this Second Supplemental Indenture.
(hi) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(ij) The Prior to January 15, 2030 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes will be redeemable at its option, in whole or in part part, at any time or and from time to time, at a Redemption Price calculated by the option Company (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the Company, present values of the remaining scheduled payments of principal and interest on or after the date identified as Notes to be redeemed discounted to the Optional Redemption Date in Exhibit B hereto(assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points less (b) interest accrued to the Redemption Date, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.and
(ii) Notice 100% of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder the principal amount of the Notes to be redeemed. plus, not less than five (5) nor more than sixty (60) days prior in either case, accrued and unpaid interest thereon to the Redemption Date, at . On or after the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If Par Call Date the Company elects to may redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes in whole or in part, at any time and from time to be redeemedtime, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment at a Redemption Price equal to 100% of the Redemption Price, on principal amount of the Notes being redeemed plus accrued and after unpaid interest thereon to the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Samples: Second Supplemental Indenture (Ares Strategic Income Fund)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. “6.85% Notes due 2025.” The Notes shall bear shall, upon the request of the holder, be assigned a CUSIP number and an ISIN number; provided that the CUSIP number as stated in Exhibit B heretoand ISIN number assigned to the Notes also will be assigned to the Existing Notes.
(b) The aggregate principal amount of the Notes (including the Existing Notes) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be as stated in Exhibit B attached hereto$15,000,000 aggregate principal amount. Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "case, “Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on November 30, 2025, unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of the Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage 6.85% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")annum. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoJanuary 6, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto February 28, May 31, August 31 and November 30 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto February 28, 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.a
Appears in 1 contract
Samples: Supplemental Indenture (Newtek Business Services Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture“5.25% Notes due 2026”. The Initial Notes offered and sold to QIBs shall bear a CUSIP number of 541098 AA7 and an ISIN number as stated in Exhibit B heretoof US541098AA79.
(b) The aggregate principal amount of the Initial Notes that may be initially authenticated and delivered under the Indenture (except for Initial Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be as stated $50,000,000. In addition, Exchange Notes may be authenticated and delivered under this Indenture for issue in Exhibit B attached heretoa Registered Exchange Offer pursuant to the Registration Rights Agreement in a like principal amount of the Initial Notes or Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplementa Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "case, other than any Exchange Notes, “Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes will shall constitute a single series under the Indenture Indenture, and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30, 2026 unless earlier redeemed or repurchased in accordance with the maturity date as identified on Exhibit B attached heretoprovisions of the Indenture.
(d) If Subject to the Notes are identified as "Fixed" on Exhibit Blast sentence of this clause (d), the rate at which the Notes shall bear interest shall be the percentage 5.25% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")annum. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoOctober 29, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto April 30 and October 30 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto April 30, 2022 (provided that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will shall be made on the next succeeding Business Day and no additional interest will shall accrue as a result of such delayed payment); the initial interest period will shall be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for)October 29, 2021, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will shall be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will shall be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto April 15 and October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any, on) and any such interest on the Notes will shall be made at the Corporate Trust Office office of the Trustee in New Yorklocated at 000 Xxxx Xxxxxx, New York Xxxxx 000, Xxx Xxxx, XX 0000, Attention: Logan Ridge Finance Corporation (5.25% Notes Due 2026) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that that, at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in New York City, on the date when such amount is due and payable and as further set forth in Section 1001 of the Indenture; provided, further, however, that, so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will shall be computed on the basis of a 360-day year of twelve 30-day months. As of the date of an Interest Rate Adjustment Event to and until such date that an Interest Rate Adjustment Event is no longer continuing, the Notes will bear interest at the Adjusted Interest Rate.
(e) The Initial Notes will be distributed only in transactions that are exempt from registration under the Securities Act. Such Notes may thereafter be transferred only in accordance with the provisions of the Indenture.
(f) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Fourth Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(fi) The depositary Notes offered and sold to QIBs shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, the Depository (as hereinafter defined), or will remain in the custody of the Trustee pursuant to an agreement between the Depository and the Trustee.
(ii) Unrestricted Global Notes shall be issued in accordance with Section 1.02(b)(v) hereof and shall be deposited, duly executed by the Company and authenticated by the Trustee as hereinafter provided.
(g) The depository for such Global Notes (the "Depositary"“Depository”) shall be The Depository Trust Company, New York, New York, until a successor shall have been appointed and become such person, and thereafter, Depository shall mean or include such successor. The Security Registrar with respect to the Global Notes shall be the Trustee.
(gh) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06 1007, 1008 and 10.08 1009 of the Indenture. For the avoidance of doubt, Article Four of the Base Indenture also applies to the Notes.
(hi) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will shall be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price Redemption Price (calculated by the Company and reported to the Trustee) equal to the greater of $1,000 per Note plus the following amounts, plus, in each case, accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.Redemption Date:
(iia) Notice 100% of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder the principal amount of the Notes to be redeemed, not less than five or
(5b) nor more than sixty the sum of the present value of the remaining scheduled payments of principal and interest (60) days prior exclusive of accrued and unpaid interest to the Redemption Date, at ) on the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with discounted to the Investment Company Act.
Redemption Date on a semi-annual basis (vassuming a 360-day year consisting of twelve 30-day months) Unless using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company defaults in payment redeems any Notes on or after the Par Call Date, the Redemption Price for the Notes will be equal to 100% of the Redemption Priceprincipal amount of the Notes to be redeemed, on plus accrued and after unpaid interest, if any, to, but excluding, the Redemption Date. For purposes of calculating the Redemption Price in connection with the redemption of the Notes, interest will cease to accrue on any Redemption Date, the Notes called for redemption hereunder.following terms have the meanings set forth below:
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Logan Ridge Finance Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. “ % Notes due 2024.” The Notes shall bear a CUSIP number of and an ISIN number as stated in Exhibit B heretoof US .
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be as stated $ (or up to $ aggregate principal amount if the underwriters’ over-allotment option is exercised in Exhibit B attached heretofull). Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplementa Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The Stated Maturity of the Notes shall be , 2024. The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached heretoStated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage % per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "“Applicable Interest Rate"”). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, , or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto March 31, June 30, September 30 and December 31 of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto March 15, June 15, September 15 and December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the Corporate Trust Office office of the Trustee in New Yorklocated at 6000 00xx Xxxxxx, New York Xxxxxxxx, Xxx Xxxx 00000, Attention: Great Elm Capital Corp. ( % Notes Due 2024) and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Second Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the "“Depositary"”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06 1006, 1009 and 10.08 1010 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, , at a redemption price equal to 100% of $1,000 per Note the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) thirty nor more than sixty (60) days prior to the Redemption Date, at the Holder's ’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company's ’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture, the Investment Company ActAct and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity. Nothing in this Section shall prohibit purchases by the Company in the open market, private transactions or otherwise prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
(m) For the avoidance of doubt, the reference in Section 301 of the Base Indenture to Senior Securities being unsubordinated and ranking equally and “pari passu” to all other Senior Indebtedness is intended to reflect that, notwithstanding that the Senior Securities are unsecured, the Senior Securities rank equally with the Senior Indebtedness solely with respect to the right to seek and enforce payment from the Company but not in terms of any collateral security or access to collateral or right to distributions or payments of proceeds of any collateral (including without limitation, cash, accounts or other assets of the Company or any of its subsidiaries), as to which the Senior Indebtedness has priority at all times.
Appears in 1 contract
Samples: Second Supplemental Indenture (Great Elm Capital Corp.)
Terms of the Notes. The Notes are hereby created and designated as a separate series of Securities under the Base Indenture. The following terms relating relate to the Notes are hereby establishedNotes:
(a) The Notes shall constitute a separate series of Securities under the Base Indenture having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. “[•]% Notes due 20[•].”
(b) The Notes shall bear be issued at a CUSIP number price of [•]% of the principal amount thereof, other than any offering discounts pursuant to the initial offering and an ISIN number as stated in Exhibit B heretoresale of the Notes.
(bc) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated in Exhibit B attached heretoUS$[•]. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, the The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking terms and the same interest rate, maturity and other terms conditions as the NotesInitial Notes in all respects (or in all respects except for the Issue Date, the issue price or the first Interest Payment Date). Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all Indenture; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall not be issued. All references to the relevant Notes herein “Notes” shall include the Initial Notes and any Additional Notes unless the context otherwise requires. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(cd) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached hereto[•], 20[•].
(de) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage [•]% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")year. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached heretoFebruary [•], 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the . The Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto August [•] and February [•] of each year, commencing beginning August [•], 2021. Interest shall be payable on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent each Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered Holders of record at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day), as the case may be, next preceding such July [•] and January [•] prior to each Interest Payment Date. The initial basis upon which interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will calculated shall be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(ef) The Notes shall be initially issuable in global whole in the form (each of one or more definitive, fully registered Global Securities without interest coupons, and the Depository for such Note, a "Global Note")Securities shall be DTC. The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form attached hereto as Exhibit A, the terms of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made which are herein incorporated by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New Yorkreference. The Security Registrar with respect to the Global Notes shall be denominated in U.S. Dollars and, notwithstanding Section 3.02 of the TrusteeBase Indenture, shall be issuable in minimum denominations of US$200,000 or any integral multiples of US$1,000 in excess thereof.
(g) The Notes shall may be defeasible pursuant to Section 14.02 or Section 14.03 redeemed at the option of the Base Indenture. Covenant defeasance contained Company prior to the date of Stated Maturity for payment of principal on the Notes, as provided in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06 and 10.08 of the Indenture2.02.
(h) The Notes will not have the benefit of any sinking fund.
(i) Except as provided herein, the Holders of the Notes shall be redeemable pursuant have no special rights in addition to Section 11.01 of those provided in the Base Indenture and as follows:upon the occurrence of any particular events.
(ij) The Notes will be redeemable senior unsecured obligations of the Company and will rank at least equal in whole or in part at any time or from time right of payment to time, at the option all of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued ’s other existing and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemptionfuture unsecured and unsubordinated obligations (subject to any priority rights pursuant to applicable law).
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Samples: Announcement
Terms of the Notes. Section 1.01 The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. “ % Notes due .” The Notes shall bear a CUSIP number of and an ISIN number as stated in Exhibit B heretoof .
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be as stated $ (or up to $ aggregate principal amount if the underwriters’ over-allotment option is exercised in Exhibit B attached heretofull). Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplementa Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The Stated Maturity of the Notes shall be , . The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached heretoStated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage % per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate")annum. The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto , , and of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto , (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor NotesPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto , , and (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of the principal of (and premium, if any, on) and any such interest on the Notes will be made at the Corporate Trust Office office of the Trustee in New Yorklocated at 0000 00xx Xxxxxx, New York Xxxxxxxx, Xxx Xxxx 00000, Attention: Great Elm Capital Corp. ( % Notes Due ) and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the "“Depositary"”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06 1006, 1009 and 10.08 1010 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price equal to 100% of $1,000 per Note the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five thirty (530) nor more than sixty (60) days prior to the Redemption Date, at the Holder's ’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company's ’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture, the Investment Company ActAct and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity. Nothing in this Section shall prohibit purchases by the Company in the open market, private transactions or otherwise prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
(m) For the avoidance of doubt, the reference in Section 301 of the Base Indenture to Senior Securities being unsubordinated and ranking equally and “pari passu” to all other Senior Indebtedness is intended to reflect that, notwithstanding that the Senior Securities are unsecured, the Senior Securities rank equally with the Senior Indebtedness solely with respect to the right to seek and enforce payment from the Company but not in terms of any collateral security or access to collateral or right to distributions or payments of proceeds of any collateral (including without limitation, cash, accounts or other assets of the Company or any of its subsidiaries), as to which the Senior Indebtedness has priority at all times.
Appears in 1 contract
Samples: Third Supplemental Indenture (Great Elm Capital Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto “[ ]% Senior Notes due [ ]” and shall be are hereby designated as Designated Senior Securities under the Indenture. The Notes shall bear a CUSIP number of [ ] and an ISIN number as stated in Exhibit B heretoof [ ].
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes (i) authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906, 1107 or 11.07 1305 of the Base Indenture and (ii) that have never been issued or sold by the Company and are deemed never to have been authenticated and delivered under the Indenture pursuant to Section 303 of the Base Indenture) shall be as stated $[ ] [(or up to $[ ] aggregate principal amount if the underwriters’ overallotment option is exercised in Exhibit B attached heretofull)]. Under a Board Resolution, Officers' ’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "“Additional Notes"”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached hereto[ ], [ ].
(d) If the Notes are identified as "Fixed" on Exhibit B, the The rate at which the Notes shall bear interest shall be the percentage [ ]% per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "“Applicable Interest Rate"”). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto[ ], [ ], or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto [ ], [ ], [ ] and [ ] of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto [ ], [ ] (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto [ ], [ ] (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto [ ], [ ], [ ] and [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The initial interest payment on the Notes on the date as identified as the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "“Global Note"”). The Global Notes and the Trustee's ’s certificate of authentication thereon shall be substantially in the form of Exhibit A heretoto this [ ] Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the "“Depositary"”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06 1007 and 10.08 1008 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto[ ], [ ], at a redemption price equal to 100% of $1,000 per Note the outstanding principal amount to be redeemed plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemptionRedemption Date.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day deliveryprepaid, to each Holder of the Notes to be redeemed, not less than five thirty (530) nor more than sixty (60) days prior to the Redemption Date, at the Holder's ’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company's ’s option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, redeemed in accordance with Section 1103 of the Base Indenture and the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $[ ] and integral multiples of $[ ] in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having be issued in fully registered form, in substantially the title as stated forms set forth in Exhibit A hereof (with respect to the Class A Notes) and Exhibit B hereto (with respect to the Class B Notes), in each case with such variations, omissions and shall insertions as may be designated required by the circumstances, as Senior Securities under may be required or permitted by the IndentureIndenture and this First Terms Supplement, or be consistent with the Indenture and this First Terms Supplement and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto. The Notes may be issued only in Authorized Denominations. The Notes shall bear a CUSIP number and an ISIN number be dated as stated in Exhibit B hereto.
(b) The aggregate principal amount of the Closing Date. Each Class of Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated in Exhibit B attached heretomature on its Final Maturity Date. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "Additional Notes") having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable issued to a Securities Depository for use in a Book-Entry System in accordance with the provisions of Section 2.14 of the Indenture. Interest on the maturity date as identified on Exhibit B attached hereto.
(d) If the Notes are identified as "Fixed" on Exhibit B, the rate at which the Notes shall bear interest shall be the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate"). The date from which interest each Note shall accrue on the Notes Outstanding Amount of such Note until such Note has been paid in full or payment has been duly provided for, as the case may be, and shall be on accrue from the date specified in Exhibit B attached hereto, later of the Closing Date or the most recent Interest Payment Distribution Date to which interest has been paid or duly provided for; . Each Note shall bear interest at an interest rate determined in accordance with the Interest Payment Dates for provisions and subject to the limitations set forth herein, and interest on Notes shall be as identified in Exhibit B attached hereto of paid for the related Interest Payment Period on each year, commencing Distribution Date (or on the date as identified as the 1st Coupon each Quarterly Distribution Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including the date as identified as the 1st Coupon Date in Exhibit B hereto (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; of the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, Class B Notes). Principal will be paid on the Notes on each Distribution Date (or on each Quarterly Distribution Date in the case of the Class B Notes) in an amount up to the Person in whose name the Note (Noteholders' Principal Distribution Amount on such Distribution Date or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the record dates as identified in Exhibit B hereto (whether or not a Business Day)Quarterly Distribution Date, as the case may be, next preceding such Interest Payment Datein the order and priorities set forth in the Transfer and Servicing Agreement and the Indenture. The initial interest payment on Except as otherwise set forth in the Notes on Indenture and the date as identified as Transfer and Servicing Agreement, the 1st Coupon Date in Exhibit B hereto, or the initial Interest Payment Date, shall be equal to amount identified as the 1st Coupon Amount in Exhibit B hereto. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office rights of the Trustee in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed Class B Noteholders to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a "Global Note"). The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Indenture.
(f) The depositary for such Global Notes (the "Depositary") shall be The Depository Trust Company, New York, New York. The Security Registrar receive distributions with respect to the Global Notes interest shall be subordinated to the Trustee.
(g) The prior rights of the Class A Noteholders to receive all payments of interest to which they are entitled and, after each Class of Notes has received the full amount of interest to which it is entitled, the rights of the Class B Noteholders to receive distributions with respect to principal shall be defeasible pursuant subordinated to Section 14.02 or Section 14.03 the prior rights of the Base Indenture. Covenant defeasance contained in Section 14.03 Class A Noteholders to receive all payments of the Base Indenture shall apply principal to the covenants contained in Sections 10.06 and 10.08 of the Indenturewhich they are entitled.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after the date identified as the Optional Redemption Date in Exhibit B hereto, at a redemption price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than five (5) nor more than sixty (60) days prior to the Redemption Date, at the Holder's address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company's option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
Appears in 1 contract
Samples: Indenture (Crestar Bank /Va)