Common use of Title and Terms Clause in Contracts

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: First Supplemental Indenture (Jacobs Solutions Inc.)

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Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Initial Notes. The Notes shall be known and designated as the “5.9006.875% Sustainability-Linked Senior Notes due 2033.2022The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March August 1, 2033 for payment of principal of 2022, and the Notes. The Notes shall bear interest at the rate of 5.9006.875% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March February 1 and September August 1 of in each year (beginning September February 1, 2023)2016, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February January 15 or August 15, as the case may be, next and July 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuer maintained for such purpose in The City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, solely with respect to certificated Notes, at the option of the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the required payment Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall be made on have the next Business Day as if it were made on right to require the date Issuer to purchase their Notes, in whole or in part, in the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Liberty Global PLC)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, 50.0 million plus the amount by which Noteholder Cash (as defined in the Plan) is less than $90.0 million except for Additional Notes and Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections Section 2.07, 2.08, 2.09 2.09, 2.15, 8.05, or 9.04 9.05 or in connection with a Change of Control Offer or an Asset Sale Offer pursuant to Section 4.11 or 4.13. On the IndentureIssue Date, the Issuers shall not issue an aggregate principal amount of Notes in excess of $50.0 million plus the amount by which Noteholder Cash (as defined in the Plan) is less than $90.0 million. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1known and designated as the 10% Senior Secured Notes due 2014. Their final maturity date shall be , 2033 for payment of principal of the Notes. The Notes 2014 and they shall bear interest at the rate of 5.900% applicable rates per annum (specified below from the Issue Date in the case of the Initial Interest Rate”), subject to increase as set forth Notes or from the applicable date of issuance in Section 2.01(b), the case of Additional Notes or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment dateregardless of when issued, payable semiannually in arrears on and , commencing , 2009, until the principal thereof is paid or made available for payment. Interest so payable shall be, (a) for the two-year period following the Issue Date, payable in cash at the rate of 10% per annum or, at the Company’s option when authorized by a Board Resolution, payable by the issuance of additional Notes at the rate of 12% per annum with other terms identical to the Initial Notes (other than with respect to the date of issuance) in such principal amount as shall equal the interest payment that is then due (“Additional Notes”) or in a combination of Cash and Additional Notes at the respective rates applicable to such forms of payment; and (b) thereafter until the principal thereof is paid or made available for payment, payable in cash at the rate of 10% per annum; provided that the Company shall pay cash interest in lieu of delivering Additional Notes having a principal amount of less than $1.00. The Notes issued on the Issue Date and any Additional Notes shall be treated as a single class for all purposes under this Indenture. The principal of (and premium, if any) and interest on the Notes shall be calculated on payable at the basis office or agency of the Issuer in the Borough of Manhattan, The City of New York maintained for such purpose and at any other office or agency maintained by the Issuers for such purpose or, in the case of a 360-day year comprised Global Note, shall be paid by wire transfer of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded immediately available funds or Additional Notes, as determined by the Company pursuant to Section 2.19 hereof, to the nearest cent. If any accounts specified by the Holders of the Notes; provided, however, that at the option of the Issuers payment of interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall in cash may be made on by check mailed to the next Business Day address of the Person entitled thereon and as if it were made on such address shall appear in the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beRegister. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase by the Issuers pursuant to a Change of Control Offer or an Asset Sale Offer as provided in Sections 4.11 and 4.13. The Notes shall be redeemable as provided in registered form without coupons Article Three. The Notes shall be subject to defeasance and covenant defeasance as provided in Article Twelve. The “issue price” and “yield to maturity” of a Note for U.S. federal income tax purposes shall be determined by the Issuers and shall be issuable binding on all Holders and persons holding beneficial interests in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture, (Tcby of Australia, Inc.)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Notes. The Notes shall be known and designated as the “5.9008 1/8% Sustainability-Linked Senior Secured Notes due 2033.2017The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March February 1, 2033 for payment of principal of 2017, and the Notes. The Notes shall bear interest at the rate of 5.9008 1/8% per annum (the “Initial Interest Rate”)from January 25, subject to increase as set forth in Section 2.01(b)2011, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on August 1, 2011 and semi-annually in arrears thereafter on March February 1 and September August 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February the January 15 or August 15, as the case may be, next and July 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the required payment Company’s office or agency shall be made on the next Business Day as if it were made on office of the date trustee maintained for such purpose. Holders shall have the payment was dueright to require the Company to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Intercreditor Agreement (Forida East Coast Railway L.L.C.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000___________, except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 906 or 9.04 1108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Securities shall be known and designated as the "___% Senior Notes due 2009" of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1June ___, 2033 for payment of principal of the Notes2009. The Notes Securities shall bear interest at the rate of 5.900___% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16June ___, 2023 1999 or from the most recent interest payment date Interest Payment Date thereafter to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable semi-annually on June ___ and December ___, commencing December ___, 1999, until the principal thereof is paid or made available for payment. Interest on In the Notes shall be calculated on the basis case of a 360-day year comprised default in payment of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no unpaid interest shall accrue also be payable on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may bedemand. The Notes shall be initially If this Security is issued in the form of one or more a Global Securities Security, payments of the principal of (and the depositary for the Notes premium, if any) and interest on this Security shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, The Depository Trust Company, City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; 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. The Notes Securities shall not be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fundfund obligations. The Notes Securities shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form subject to defeasance at the option of the Notes attached hereto Company as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesprovided in Article Twelve.

Appears in 1 contract

Samples: Nextlink Communications Inc / De

Title and Terms. (a) There is hereby created under the Indenture a The Notes shall be issued in one series of Debt Securities and shall be known and designated as the “5.900"53/8% Sustainability-Linked Senior Notes due 2033.” 2011" of the Company. The aggregate principal amount of the Notes that may initially be authenticated and delivered under this First Second Supplemental Indenture is initially limited to $500,000,0001,000,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 304, 2.08305, 2.09 306 or 9.04 906 of the Existing Indenture or Article Two of this Second Supplemental Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity Stated Maturity, CUSIP number and other terms (except for the date of issuance andas to status, in some cases, the price to the public and the initial interest payment date) redemption or otherwise as the Notes. Any , in which event such additional notes, together with the Notes, will Original Notes and the Exchange Notes shall constitute a single one series of Debt Securities for all purposes under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes, including without limitation, amendments, waivers and redemptions. The Stated Maturity for of the Notes shall be March December 1, 2033 for payment of principal of the Notes. The Notes 2011, and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this Second Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis option of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beHolder thereof. The Notes shall be initially redeemable at the election of the Company, as a whole or from time to time in part at the times and at the prices specified in the form of Note set forth in Section 2.3 of this Second Supplemental Indenture. The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Securities and Notes, as provided in this Second Supplemental Indenture, registered in the depositary for the Notes shall be name of The Depository Trust Company, New Yorkas Depositary, New Yorkor its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Global Notes shall bear the legends provided for in the form of Note contained in Section 2.2 of this Second Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall not be subject have the benefit of the covenants set forth in Article Three of this Second Supplemental Indenture, in addition to any sinking fundthe covenants set forth in Article Ten of the Existing Indenture. Unless the context otherwise requires, the Original Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Notes shall be issuable only in registered form without coupons and shall be issuable only in minimum denominations of $2,000 1,000 and integral multiples of $1,000 in excess thereof. The form Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Existing Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (Tenet Healthcare Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indentureunlimited. The Company Initial Securities shall be known and designated as the Issuer of the "6.875% Senior Notes (the “Issuer”) due October 15, 2009" and the Parent Exchange Securities shall be a Guarantor of the Notes. The Guarantor fully known and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and designated as the same shall become "6.875% Senior Exchange Notes due and payableOctober 15, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes2009". The Stated Maturity for of the Notes Securities shall be March 1October 15, 2033 for payment of principal of the Notes. The Notes 2009, and they shall bear interest at the rate of 5.9006.875% per annum (the “Initial Interest Rate”)from October 6, subject to increase as set forth in Section 2.01(b)2004, from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on, April 15, 2005, and semi-annually thereafter on April 15 and October 15, in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to and at said Stated Maturity until the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of Toronto (which shall be the Corporate Trust Office of the Canadian Trustee, unless the Company shall designate and maintain some other office or agency for such purpose), or at such other office or agency of the Company as may be maintained for such purpose in lawful money of Canada; provided, however, that, at the option of the Company, interest may be paid to Holders by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1012 and 1014. Additional Securities ranking pari passu with the Initial Securities may be created and issued from time to time by the Company without notice to or the consent of the Holders and shall be consolidated with and form a Note becomes due single series with the Securities initially issued and payable falls on a day that is not a Business Dayshall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that, the required payment Company's ability to issue Additional Securities shall be made on subject to the next Business Day as if it were made on Company's compliance with Section 1008. Any Additional Securities shall be issued with the date benefit of an indenture supplemental to this Indenture or pursuant to an Officers' Certificate. Such Officers' Certificate shall state that the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beAdditional Securities are issued pursuant to this Indenture. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be redeemable, other than as provided in Article Eleven. The Securities shall be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form defeasance at the option of the Notes attached hereto Company as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesprovided in Article Four.

Appears in 1 contract

Samples: Indenture (Intrawest Corp)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is $30,000,000. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.90010.75% SustainabilityStep-Linked Senior Up Notes due 2033.2023The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of Notes shall be March 1June 15, 2033 for payment 2023; provided, that if the Indebtedness outstanding under the Senior Credit Agreement is extended, renewed, refunded, refinanced, replaced, defeased or discharged (such date, the “Refinance Date”), the Stated Maturity of the principal of the NotesNotes shall be June 15, 2022. The Notes shall bear interest at the rate of 5.90010.75% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for; provided, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names that the Notes are registered shall bear interest at the close rate of business 13.00% per annum beginning on February 15 or August the earlier of (i) December 15, as 2020 and (ii) if the case may beRefinance Date has occurred, next preceding such interest payment datethe later of the Refinance Date and June 15, until principal thereof is paid or made available for payment2020. Interest on the Notes shall be calculated payable on September 15, 2018 and quarterly thereafter in arrears on March 15, June 15, September 15 and December 15 of each year, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of business (if applicable) on the basis of March 1, June 1, September 1 and December 1 (whether or not a 360-day year comprised of twelve 30-day monthsBusiness Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). All dollar amounts resulting from this calculation will be rounded Any changes to the nearest centterms of the Notes under this Section 3.01 shall be evidenced by an Officer’s Certificate. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Paying Agent maintained for such purpose as set forth in Section 3.02, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on in accordance with the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beDepository’s applicable procedures. The Notes shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle Eleven.

Appears in 1 contract

Samples: Indenture (International Seaways, Inc.)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 3.03 and 10.10 hereof, as part of the Indenture a same series of Debt Securities as the Notes. The Notes shall be known and designated as the “5.9009.750% Sustainability-Linked Senior Notes due 2033.2017The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March 1May 15, 2033 for payment of principal of 2017, and the Notes. The Notes shall bear interest at the rate of 5.9009.750% per annum (the “Initial Interest Rate”)from May 10, subject to increase as set forth in Section 2.01(b)2010, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on November 15, 2010 and semi-annually thereafter on May 15 and November 15 in arrears on March 1 and September 1 of each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next November 1 and May 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of, premium, if any, and interest payment dateand Additional Interest, until principal thereof is paid or made available for payment. Interest if any, on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuer maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, interest and Additional Interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the required payment Issuer’s office or agency will be the office of the Trustee maintained for such purpose. Holders shall be made on have the next Business Day as if it were made on right to require the date Issuer to purchase their Notes, in whole or in part, in the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change in Control pursuant to Section 10.15. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an offer to purchase as provided in Section 10.16. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle 11. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Lantheus MI Intermediate, Inc.)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13, 10.11 and 10.12 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9009.000% Sustainability-Linked Senior Secured Second Lien Notes due 2033.2026The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of the Notes shall be March April 1, 2033 for payment of principal of 2026, and the Notes. The Notes shall bear interest at the rate of 5.9009.000% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, initially payable on October 1, 2019 and semi-annually thereafter in arrears on March April 1 and September October 1 of each year (beginning September 1year, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business (if applicable) on February the March 15 and September 15 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Paying Agent maintained for such purpose as set forth in Section 3.02, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The with respect to Notes shall be initially issued in the form of represented by one or more Global Securities and Notes registered in the depositary for name of or held by the Notes shall Depository or its nominee will be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be made in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of accordance with the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesDepository’s applicable procedures.

Appears in 1 contract

Samples: Indenture (Manitowoc Co Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The initial aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000100,000,000, except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 307, 308, 906, 1012, 1013 or 9.04 of the Indenture1108, pursuant to an Exchange Offer or pursuant to Section 312. The Company may also issue up to $40,000,000 aggregate principal amount of Additional Securities having identical terms and conditions to the Initial Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the Issuer of the "11% Senior Subordinated Notes (the “Issuer”) due 2008" and the Parent Exchange Securities shall be a Guarantor of the Notes. The Guarantor fully known and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and designated as the same shall become "11% Exchange Senior Subordinated Notes due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The 2008." Their Stated Maturity for the Notes shall be March 1June 15, 2033 for payment of principal of the Notes. The Notes 2008, and they shall bear interest at the rate of 5.90011% per annum (the “Initial Interest Rate”)from June 24, subject to increase as set forth in Section 2.01(b)1998, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually in arrears on March 1 June 15 and September 1 of December 15 in each year (beginning September 1year, 2023)commencing December 15, 1998, until the principal thereof is paid or duly provided for, to the Persons Person in whose names name the Notes are Security (or any predecessor Security) is registered at the close of business on February 15 the June 1 or August 15, as the case may be, December 1 next preceding such interest payment date, until principal thereof is paid or made available for paymentInterest Payment Date. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or and premium, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made on the next Business Day as if it were made on the date the payment was duepayable, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes Securities shall be initially issued exchangeable and transferable, at the office or agency of the Company in the form The City of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New YorkYork maintained for such purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, Atlanta c/o First Chicago Trust Company, Attention: Franx Xxxxxxxxxx, Xxrporate Trust, 8th Xxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00005), or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; provided, however, that all payments with respect to the Global Securities, as well as U.S. Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Initial Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Notes shall not be subject to any sinking fund. The Notes Securities shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle XI.

Appears in 1 contract

Samples: Indenture (Tropical Sportswear Co Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, 312 and 1007 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9006.375% Sustainability-Linked Senior Notes due 2033.2030The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March 1June 15, 2033 for payment of principal of 2030, and the Notes. The Notes shall bear interest at the rate of 5.9006.375% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on January 15, 2023 and semi-annually thereafter on January 15 and July 15 in arrears on March 1 and September 1 of each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next January 1 and July 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis offices or agencies of a 360-day year comprised the Issuer set forth in Section 302, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on by wire transfer of immediately available funds to the next Business Day as if it were made on Depository. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1012. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1013. The Notes shall be redeemable as provided in registered form without coupons Article Eleven. 45 The due and shall be issuable in minimum denominations punctual payment of $2,000 principal of (and integral multiples of $1,000 in excess thereof. The form premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Advanced Drainage Systems, Inc.

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1010 hereof, as part of the Indenture a same series of Debt Securities as the Initial Notes. The Notes shall be known and designated as the “5.900% Sustainability-Linked 8½% Senior Subordinated Notes due 2033.2015The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March February 1, 2033 for payment of principal of the Notes. The Notes 2015, and they shall bear interest at the rate of 5.900% 8½% per annum (annum, which rate may be increased in the “Initial Interest Rate”), subject event of a Registration Default pursuant to increase as set forth in Section 2.01(b)the Registration Rights Agreement, from February 16January 31, 2023 2005, or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on August 1, 2005 and semi-annually in arrears thereafter on March February 1 and September August 1 of in each year (beginning September 1year, 2023), until the principal thereof is paid in full and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February the January 15 or August 15, as the case may be, July 15 next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. All dollar amounts resulting from this calculation will be rounded Interest on any overdue principal, interest (to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of extent lawful) or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made payable on demand. The principal of (and premium, if any) and interest and Special Interest, if any, on the next Business Day Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as if it were made may be maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the date the payment was dueNote Register; provided that all payments of principal, premium, if any, and no interest and Special Interest, if any, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Holders shall accrue on have the amount so payable for right to require the period from and after Company to purchase their Notes, in whole or in part, in the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1016. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in registered form without coupons Article Eleven and in the Notes. The Indebtedness evidenced by the Notes shall be issuable subordinated in minimum denominations right of $2,000 and integral multiples of $1,000 payment to Senior Indebtedness as provided in excess thereofArticle Fourteen. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Accuride Corp)

Title and Terms. (a) There is hereby created under the Indenture a The Notes shall be issued in one series of Debt Securities and shall be known and designated as the “5.900"61/2% Sustainability-Linked Senior Notes due 2033.” 2012" of the Company. The aggregate principal amount of the Notes that may initially be authenticated and delivered under this First Fourth Supplemental Indenture is initially limited to $500,000,000600,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 304, 2.08305, 2.09 306 or 9.04 906 of the Existing Indenture or Article Two of this Fourth Supplemental Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity Stated Maturity, CUSIP number and other terms (except for the date of issuance andas to status, in some cases, the price to the public and the initial interest payment date) redemption or otherwise as the Notes. Any , in which event such additional notes, together with notes and the Notes, will Notes shall constitute a single one series of Debt Securities for all purposes under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes, including without limitation, amendments, waivers and redemptions. The Stated Maturity for of the Notes shall be March June 1, 2033 for payment of principal of the Notes. The Notes 2012, and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this Fourth Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis option of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beHolder thereof. The Notes shall be initially redeemable at the election of the Company, as a whole or from time to time in part at the times and at the prices specified in the form of Note set forth in Section 2.3 of this Fourth Supplemental Indenture. The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Securities and Notes, as provided in this Fourth Supplemental Indenture, registered in the depositary for the Notes shall be name of The Depository Trust Company, New Yorkas Depositary, New Yorkor its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Global Notes shall bear the legends provided for in the form of Note contained in Section 2.2 of this Fourth Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall not be subject have the benefit of the covenants set forth in Article Three of this Fourth Supplemental Indenture, in addition to any sinking fundthe covenants set forth in Article Ten of the Existing Indenture. The Notes shall be issuable only in registered form without coupons and shall be issuable only in minimum denominations of $2,000 1,000 and integral multiples of $1,000 in excess thereof. The form Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Existing Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (Tenet Healthcare Corp)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, 312 and 1011 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9008.875% Sustainability-Linked Senior Notes due 2033.2024The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March September 1, 2033 for payment of principal of 2024, and the Notes. The Notes shall bear interest at the rate of 5.9008.875% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on March 1, 2017 and semi-annually in arrears thereafter on March 1 and September 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 or and August 15, as the case may be, next 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis offices or agencies of a 360-day year comprised the Issuer set forth in Section 302, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent Global Notes registered in the required payment shall name of or held by the Depositary or its nominee will be made on by wire transfer of immediately available funds to the next Business Day as if it were made on Depository. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1016. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Engility Holdings, Inc.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for The Securities shall be known and designated as the "__% Convertible Subordinated Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 due 1999" of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) ____________, 1999, and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.900____% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16, 2023 the date or dates on which Securities are issued for Series A Preferred Shares or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable quarterly on __________, _________, __________ and ________, commencing ___________, until the principal thereof is paid or made available for payment. Interest The principal of and interest on the Notes Securities shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company in the Borough of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption dateManhattan, the maturity date or any other date on which the principal City of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; 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. The Notes Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Eleven. The Securities shall be convertible as provided in Article Twelve. Upon receipt by the Trustee of an Officer's Certificate, dated as of a dividend payment date on the Series A Preferred Shares, stating (i) that the Company has elected to exchange Series A Preferred Shares for Securities, (ii) the amount of Securities to be issued in such exchange and (iii) that, after giving effect to such exchange, (A) the aggregate outstanding principal balance of Securities will not be subject to less than $250,000,000, (B) that, if there will be additional Series A Preferred Shares outstanding, they will have an aggregate liquidating distribution amount of not less than $250,000,000, (C) all accrued and unpaid interest on any sinking fund. The Notes outstanding Securities has been paid in full, (D) all accrued and unpaid dividends on the Series A Preferred Shares have been paid in full, and (E) no Event of Default, or event which with the passage of time or the giving of notice would become an Event of Default, has occurred, the Trustee shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.authenticate and

Appears in 1 contract

Samples: Microsoft Corp

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9006.000% Sustainability-Linked Senior Secured Notes due 2033.Due 2027The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of Notes shall be March 1November 15, 2033 for payment of principal of 2027, and the Notes. The Notes shall bear interest at the rate of 5.9006.000% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on May 15, 2021 and semi-annually thereafter in arrears on March 1 May 15 and September 1 November 15 of each year (beginning September 1year, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business (if applicable) on February 15 the May 1 and November 1 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis offices or agencies of a 360-day year comprised the Issuer maintained for such purpose as set forth in Section 3.02, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on in accordance with the next Business Day as if it were made on Depository’s applicable procedures. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 10.16. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Academy Sports & Outdoors, Inc.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The An unlimited aggregate principal amount of Notes that Securities may be authenticated and delivered under this First Supplemental Indenture (of which U.S.$400,000,000 is initially limited to $500,000,000being issued, except for Notes authenticated and delivered the date hereof), including Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07303, 2.08304, 2.09 305, 306, 516, 906, 1108 or 9.04 1111. The Initial Securities shall be known and designated as the “8.00% Senior Subordinated Notes due 2012” and the Exchange Securities shall be known and designated as the “8.00% Exchange Senior Subordinated Notes due 2012”, in each case, of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1December 15, 2033 for payment of principal of the Notes. The Notes 2012 and they shall bear interest at the rate of 5.9008.00% per annum (the “Initial Interest Rate”)from November 30, subject to increase as set forth in Section 2.01(b)2004, from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on June 15, 2005, and semi-annually thereafter on June 15 and December 15 in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered and at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datesaid Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or ) and interest on a Note becomes due the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, and payable falls if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on a day the Security Register; provided further that is not a Business Dayall payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be made on payable only upon surrender of the next Business Day Security to the Paying Agent. The Securities shall be redeemable as if it were made provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the payment was due, Company without notice to or consent of the Holders and no interest shall accrue on be consolidated with and form a single series with the amount so payable for Securities initially issued and shall have the period from and after the interest payment datesame terms as to status, redemption date, maturity date or other date, otherwise as the case may beSecurities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture. SECTION 302. DENOMINATIONS. The Notes Securities shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be issuable only in registered form without coupons and only in denominations of U.S.$1,000 and any integral multiple thereof. SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be issuable in minimum denominations executed on behalf of $2,000 the Company by any two of the following officers: its Chairman, its Vice Chairman, its President, any Vice Presidents or its Treasurer, and integral multiples attested by its Secretary or one of $1,000 in excess thereofits Assistant Secretaries. The form signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Notes attached hereto as Exhibit A is hereby adoptedCompany shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in an aggregate principal amount of up to U.S.$400,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the original issue of such Additional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case the Company, pursuant to Section 9.01(i) Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation, consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the IndentureSecurities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the form Securities surrendered for such exchange and of Debt Securities that consist like principal amount; and the Trustee, upon Company Order of the Notessuccessor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Appears in 1 contract

Samples: Indenture (Rogers Communications Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to unlimited. The aggregate principal amount of Initial Notes which shall be authenticated and delivered under this Indenture is $500,000,000400,000,000 in principal amount of Initial Notes, except for Initial Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Initial Notes pursuant to Sections 2.07Section 303, 2.08304, 2.09 305, 306, 307, 308, 906, 1012, 1015 or 9.04 of the Indenture1108. The Company shall be In addition, the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guaranteesmay, pursuant from time to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer maytime, without notice to or the consent of the Holders of the Notes, create and issue Additional Notes under this Indenture ranking equally with the Initial Notes in separate offerings additional notes having the same rankingall respects, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price subject to the public limitations described in Section 1008 hereof. Such Additional Notes may be consolidated and form a single series with the initial interest payment date) as the Initial Notes. Any such additional notes, vote together with the Initial Notes and have the same terms as to status, redemption or otherwise as the Initial Notes. Notwithstanding anything in this Indenture to the contrary, Additional Notes permitted to be issued under this Indenture may be initially offered and sold in a registered securities offering. Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, will constitute a single series unless immediately after giving effect to such issuance, no Default or Event of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesDefault shall have occurred and be continuing. The Stated Maturity for the Initial Notes shall be March 1, 2033 for payment known and designated as the “5.875% Senior Notes due 2022,” in the case of principal either Series A Notes or Series B Notes of the NotesIssuer. The Additional Notes shall bear interest at the rate of 5.900% per annum (be known and designated as the “Initial Interest Rate”)5.875% Senior Notes due 2022” of the Issuer. With respect to any Additional Notes, subject to increase as the Issuer shall set forth in Section 2.01(b), from February 16, 2023 (a) a Board Resolution and (b) (i) an Officers’ Certificate or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of ii) one or more Global Securities and indentures supplemental hereto, the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.following information:

Appears in 1 contract

Samples: Indenture (Media General Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of --------------- Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,00028,995,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 2.3, 2.082.4, 2.09 2.5 or 9.04 of the Indenture3.5. The Company shall be the Issuer Maturity Date of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1February 3, 2033 for payment of principal of the Notes. The Notes 2004 and they shall bear interest at the rate of 5.9009% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16, 2023 and including the date of issuance thereof until maturity or the most recent interest payment date to which interest has been paid or duly provided forearlier redemption, payable semi-annually in arrears cash on March each of January 1 and September 1 of each year (beginning September July 1, 2023)commencing July 1, to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date1999, until the principal thereof is paid or made available for payment. Interest The Issuer shall pay interest on overdue principal from time to time on demand at the rate of interest borne by the Notes and it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate of interest borne by the Notes to the extent lawful. Interest will be calculated computed on the basis of a 360-day year comprised of twelve 30-30- day months. All dollar amounts resulting from this calculation will be rounded to , and, in the nearest cent. If any interest payment date, any redemption datecase of a partial month, the maturity date or any other date on which actual number of days elapsed. It is acknowledged and agreed that the principal of or premium, if any, or the Notes may not be repaid prior to the Maturity Date except as specifically provided in this Indenture. The principal of and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Notes shall be payable at the office or agency of the Issuer maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer, payment of interest may be made on by check mailed to the next Business Day address of the Person entitled thereto as if it were made on such address shall appear in the Security Register, unless such Person has, at least 30 days prior to the relevant due date for payment, designated in writing a U.S. dollar account maintained by such Person with a bank in the payment was dueUnited States, and no in which case the Issuer shall make payments of interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beby wire transfer of funds to such account. The Notes shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundArticle 3. The Notes shall be convertible as provided in registered form without coupons and Article 9. The Notes shall be issuable secured by (A) a first priority mortgage Lien on (i) the Yonkers Property and the Net Proceeds of the Disposition of the Yonkers Property and (ii) subject to Section 12.1(b) hereof, the Additional Collateral and the Net Proceeds of the Disposition of the Additional Collateral and (B) a first priority Lien on the Pledged Stock, in minimum denominations of $2,000 each case as and integral multiples of $1,000 to the extent provided in excess thereofArticle 12 and in the Security Documents. The form of BI Guarantee Obligations and New Horizons Guarantee Obligations under the Notes attached hereto as Exhibit A is hereby adoptedshall be fully and unconditionally guaranteed by BI and New Horizons, pursuant to Section 9.01(i) of the Indenturerespectively, as the form of Debt Securities that consist of the Notesprovided in Article 13.

Appears in 1 contract

Samples: Indenture (New Horizons of Yonkers Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000200,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 307, 308, 906, 1015, 1016 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees1108, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, an Exchange Offer or pursuant to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the IndentureSection 312. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Initial Notes shall be March 1, 2033 for payment of principal known and designated as the "9.35% Senior Subordinated Notes Due 2007" and the Exchange Notes shall be known and designated as the "9.35% Series B Senior Subordinated Notes Due 2007" of the NotesCompany. The Notes Their Stated Maturity shall be December 15, 2007, and they shall bear interest at the rate of 5.9009.35% per annum (the “Initial Interest Rate”)from December 2, subject to increase as set forth in Section 2.01(b)1997, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on June and December in arrears on March 1 and September 1 of each year (beginning September 1year, 2023)commencing June 15, 1998, until the principal thereof is paid or duly provided for, to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February 15 the May 31 or August 15, as the case may be, November 30 next preceding such Interest Payment Date. The principal of (and premium, if any), and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purposes (which initially shall be the office of the Trustee located at One Xxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00006) or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the basis Register; provided that all payments with respect to the U.S. Global Note and the Certificated Notes the Holders of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation which have given wire transfer instructions to the Company will be rounded required to be made by wire transfer of immediately available funds to the nearest centaccounts specified by the Holders thereof. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day Notes that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and remain outstanding after the interest payment date, redemption date, maturity date or other date, consummation of the Exchange Offer and Exchange Notes issued in connection with the Exchange Offer will be treated as the case may bea single class of securities under this Indenture. The Notes shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle Eleven.

Appears in 1 contract

Samples: Indenture (Extendicare Health Services Inc)

Title and Terms. (a) There is hereby created under the Indenture a The Notes shall be issued in one series of Debt Securities and shall be known and designated as the “5.900"53/8% Sustainability-Linked Senior Notes due 2033.” 2006" of the Company. The aggregate principal amount of the Notes that may initially be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000550,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 304, 2.08305, 2.09 306 or 9.04 906 of the Existing Indenture or Article Two of this First Supplemental Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity Stated Maturity, CUSIP number and other terms (except for the date of issuance andas to status, in some cases, the price to the public and the initial interest payment date) redemption or otherwise as the Notes. Any , in which event such additional notes, together with the Notes, will Original Notes and the Exchange Notes shall constitute a single one series of Debt Securities for all purposes under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes, including without limitation, amendments, waivers and redemptions. The Stated Maturity for of the Notes shall be March 1November 15, 2033 for payment of principal of the Notes. The Notes 2006, and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this First Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis option of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beHolder thereof. The Notes shall be initially redeemable at the election of the Company, as a whole or from time to time in part at the times and at the prices specified in the form of Note set forth in Section 2.3 of this First Supplemental Indenture. The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Securities and Notes, as provided in this First Supplemental Indenture, registered in the depositary for the Notes shall be name of The Depository Trust Company, New Yorkas Depositary, New Yorkor its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Global Notes shall bear the legends provided for in the form of Note contained in Section 2.2 of this First Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall not be subject have the benefit of the covenants set forth in Article Three of this First Supplemental Indenture, in addition to any sinking fundthe covenants set forth in Article Ten of the Existing Indenture. Unless the context otherwise requires, the Original Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Notes shall be issuable only in registered form without coupons and shall be issuable only in minimum denominations of $2,000 1,000 and integral multiples of $1,000 in excess thereof. The form Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Existing Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (Tenet Healthcare Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The An unlimited aggregate principal amount of Notes that Securities may be authenticated and delivered under this First Supplemental Indenture (of which U.S.$400,000,000 is initially limited to $500,000,000being issued, except for Notes authenticated and delivered the date hereof), including Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07303, 2.08304, 2.09 305, 306, 516, 906, 1108 or 9.04 1111. The Initial Securities shall be known and designated as the "8.00% Senior Subordinated Notes due 2012" and the Exchange Securities shall be known and designated as the "8.00% Exchange Senior Subordinated Notes due 2012", in each case, of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1December 15, 2033 for payment of principal of the Notes. The Notes 2012 and they shall bear interest at the rate of 5.9008.00% per annum (the “Initial Interest Rate”)from November 30, subject to increase as set forth in Section 2.01(b)2004, from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on June 15, 2005, and semi-annually thereafter on June 15 and December 15 in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered and at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datesaid Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or ) and interest on a Note becomes due the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, and payable falls if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on a day the Security Register; provided further that is not a Business Dayall payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be made on payable only upon surrender of the next Business Day Security to the Paying Agent. The Securities shall be redeemable as if it were made provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the payment was due, and no interest shall accrue on Company without notice to or consent of the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons Holders and shall be issuable in minimum denominations of $2,000 consolidated with and integral multiples of $1,000 in excess thereof. The form of a single series with the Notes attached hereto Securities initially issued and shall have the same terms as Exhibit A is hereby adoptedto status, pursuant to Section 9.01(i) of the Indenture, redemption or otherwise as the form Securities originally issued. Any Additional Securities shall be issued with the benefit of Debt Securities that consist of the Notesan indenture supplemental to this Indenture.

Appears in 1 contract

Samples: Registration Rights Agreement (Rogers Wireless Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities The Notes shall be known and designated as the “5.900"2.50% Sustainability-Linked Convertible Senior Notes due 2033.” The aggregate 2014" of the Company. Their Maturity Date shall be June 15, 2014, and they shall bear interest on their principal amount from June 20, 2007, payable semi-annually in arrears on June 15 and December 15 in each year, commencing December 15, 2007, at the rate of Notes 2.50% per annum until the principal thereof is due; provided, however, that may payments shall only be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or made on a Business Day as provided in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the IndentureSection 15.06. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue Additional Notes from time to time in separate offerings additional notes having the future with the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) same CUSIP number as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the IndentureInitial Notes in an unlimited principal amount; provided that such additional notes are Additional Notes must be part of the same issue as and fungible with the Initial Notes for U.S. United States federal income tax purposes. The Stated Maturity for Company shall pay interest on overdue principal at the Notes shall be March 1, 2033 for payment of principal of rate borne by the Notes. The Notes , and it shall bear pay interest on overdue installments of interest at the same rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close extent lawful. The principal of business on February 15 or August 15, as the case may be, next preceding such and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable as provided in the basis form of a 360-day year comprised of twelve 30-day monthsNotes set forth in Section 2.02. All dollar amounts resulting from this calculation will The Fundamental Change Repurchase Price shall be rounded payable at such place as is identified in the Fundamental Change Repurchase Right Notice given pursuant to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on Section 14.01(b) (such city in which the principal of or premium, if any, or interest on identified Paying Agent is located being herein called a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be"PLACE OF PAYMENT"). The Notes shall be initially issued in senior unsecured obligations of the form Company and shall rank pari passu with all of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York's other senior unsecured obligations. The Notes shall may not be subject redeemed at the option of the Company prior to any sinking fundMaturity. The Notes shall be convertible as provided in registered form without coupons and Article 12 (any city in which any Conversion Agent is located being herein called a "PLACE OF CONVERSION"). The Notes shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form subject to repurchase by the Company at the option of the Notes attached hereto Holders as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesprovided in Article 14.

Appears in 1 contract

Samples: Indenture (Aspect Medical Systems Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9006.000% Sustainability-Linked Senior Notes due 2033.2027The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of Notes shall be March 1January 15, 2033 for payment of principal of 2027, and the Notes. The Notes shall bear interest at the rate of 5.9006.000% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable commencing on July 15, 2020 and semi-annually thereafter in arrears on March 1 January 15 and September 1 July 15 of each year (beginning September 1year, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business (if applicable) on February 15 the January 1 and July 1 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis offices or agencies of a 360-day year comprised the Issuer maintained for such purpose as set forth in Section 3.02, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on in accordance with the next Business Day as if it were made on Depository’s applicable procedures. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 10.16. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Mr. Cooper Group Inc.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that ---------------- Debentures which may be authenticated and delivered under this First Supplemental Indenture is initially limited to (a) $500,000,00025,000,000 plus (b) such aggregate principal amount (which may not exceed $3,750,000 principal amount) of Debentures as shall be purchased by the underwriters pursuant to the overallotment option provided in the Underwriting Agreement dated as of , 1995, between the Company and Unterberg Harris, as representative of the underwriters, except for Notes Debentures authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Debentures pursuant to Sections 2.07Section 3.04, 2.083.05, 2.09 3.06, 9.06, 11.08, 12.02 or 9.04 14.02(c). The Debentures shall be known and designated as the " % Convertible Subordinated Debentures Due 2005" of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) , 2005, and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16, 2023 1995, or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable semiannually on and , commencing , 1996, until the principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or ) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Debentures shall be payable at the office or agency of the Company maintained for such purpose in the City of New York and at any other office or agency maintained by the Company for such purpose, 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 on by check mailed to the next Business Day address of the Person entitled thereto as if it were made on such address shall appear in the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beDebenture Register. The Notes Debentures shall be initially issued redeemable as provided in Article XI. The Debentures shall be convertible into Common Stock of the Company as provided in Article XII. The Debentures shall be subordinated in right of payment to Senior Indebtedness as provided in Article XIII. The Debentures shall become subject to a Holder's right of repurchase in the form event of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be a Change in registered form without coupons and shall be issuable Control as provided in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle XIV.

Appears in 1 contract

Samples: Alpha Technologies Group Inc

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The An unlimited aggregate principal amount of Notes that Securities may be authenticated and delivered under this First Supplemental Indenture (of which U.S.$470,000,000 is initially limited to $500,000,000being issued, except for Notes authenticated and delivered the date hereof), including Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07303, 2.08304, 2.09 305, 306, 516, 908, 1108 or 9.04 1111. The Initial Securities shall be known and designated as the "7.25% Senior (Secured) Notes due 2012" and the Exchange Securities shall be known and designated as the "7.25% Exchange Senior (Secured) Notes due 2012", in each case, of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1December 15, 2033 for payment of principal of the Notes. The Notes 2012 and they shall bear interest at the rate of 5.9007.25% per annum (the “Initial Interest Rate”)from November 30, subject to increase as set forth in Section 2.01(b)2004, from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on June 15, 2005, and semi-annually thereafter on June 15 and December 15 in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered and at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datesaid Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or ) and interest on a Note becomes due the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, and payable falls if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on a day the Security Register; provided further that is not a Business Dayall payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be made on payable only upon surrender of the next Business Day Security to the Paying Agent. The Securities shall be redeemable as if it were made provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the payment was due, and no interest shall accrue on Company without notice to or consent of the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons Holders and shall be issuable in minimum denominations of $2,000 consolidated with and integral multiples of $1,000 in excess thereof. The form of a single series with the Notes attached hereto Securities initially issued and shall have the same terms as Exhibit A is hereby adoptedto status, pursuant to Section 9.01(i) of the Indenture, redemption or otherwise as the form Securities originally issued. Any Additional Securities shall be issued with the benefit of Debt Securities that consist of the Notesan indenture supplemental to this Indenture.

Appears in 1 contract

Samples: Rogers Wireless Inc

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited unlimited. The aggregate principal amount of Original Notes issued hereunder shall be $190,000,000. Additional Notes may be issued from time to $500,000,000time, except for subject to the limitations set forth in Section 1010 hereof. The Initial Notes authenticated shall be known and delivered upon reregistration ofdesignated as the “8% Senior Notes due 2016” and the Exchange Notes shall be known and designated as the “8% Series B Senior Notes due 2016,” in each case, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March December 1, 2033 for payment of principal of the Notes. The Notes 2016 and they shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)204 hereof and in the Notes. Principal of, from February 16premium, 2023 or the most recent if any, interest payment date to which interest has been paid or duly provided forand Liquidated Damages, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1if any, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to payable at the nearest cent. If any interest office or agency of the Company maintained for such purpose, or at the option of the Company, payment date, any redemption date, the maturity date or any other date on which the principal of or premiumLiquidated Damages, if any, or interest on a Note becomes due may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes or by wire transfer to an account maintained by the payee located in the United States; provided that all payments of principal, premium, if any, interest and payable falls on a day that is not a Business DayLiquidated Damages, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Until otherwise designated by the Company, the required payment Company’s office or agency will be the office of the Trustee at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. Holders shall be made on have the next Business Day as if it were made on right to require the date Company to purchase their Notes, in whole or in part, in the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1016. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in registered form without coupons Article Eleven and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (Alliance HealthCare Services, Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000________, except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 3.4, 2.083.5, 2.09 3.6, 9.6 or 9.04 11.6. The Securities shall be known and designated as the ____% Junior Subordinated Debentures, due ____, 20__, of the IndentureCorporation. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) ____, 20__, and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.900____% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16and including ____, 2023 20__ or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 1 ____ and September 1 of each year (beginning September 1____ commencing ____, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date20__, until the principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis Payment of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or (and premium, if any, or ) and interest on a Note becomes due this Security will be made at the office or agency of the Corporation maintained for that purpose in The City of New York, in such coin or currency of the United States as at the time of payment is legal tender for payment of public and payable falls private debts; provided, however, that (i) at the option of the Corporation payment of interest on a day that an Interest Payment Date may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register, (ii) upon the written request by any Holder of $1,000,000 or more in aggregate principal amount of the Securities, not later than 15 calendar days prior to the date on which such interest is not a Business Daypayable, the required payment of such interest shall be made on by wire transfer in immediately available funds at such place and to such account as may be designated by the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other datePerson entitled thereto, as specified in the case may beSecurities Register or (iii) payments due at the Stated Maturity of the Securities will be made in immediately available funds against presentation and surrender of the Securities. If the Holder of the Securities is the Depository Trust Company or the Issuer Trust (or a trustee thereof), all payments in respect of the Securities shall be made in immediately available funds. The Notes Securities shall be initially issued redeemable as provided in the form of one or more Global Article XI. The Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New Yorksubordinated in right of payment to Senior Debt as provided in Article XII. The Notes shall not be subject to any sinking fund. The Notes All Securities shall be in registered form without coupons substantially identical except as to denomination and shall except as may otherwise be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesprovided herein.

Appears in 1 contract

Samples: Popular North America Capital Trust Iii

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount Principal Amount at Maturity of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000244,159,000 with respect to the Series A Notes and $571,669,000 with respect to Series B Notes (subject to increase to $292,991,000 and $686,003,000, respectively, in the event the Initial Purchaser exercises the over-allotment option under the Purchase Agreement), except for Notes replacement Securities authenticated and delivered upon reregistration of, registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 2.08. 17 Except as provided for in the Securities, 2.08, 2.09 or 9.04 there shall be no periodic payments of interest on the Securities. The calculation of the Indenture. The Company accrual of Original Issue Discount in the period during which each Security remains outstanding shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be on a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the semiannual bond equivalent basis of using a 360-day year comprised composed of twelve 30-day months, and such accrual shall commence on the Issue Date of the Securities. All dollar amounts resulting from this calculation will be rounded to In the nearest cent. If any interest payment dateevent of the maturity, any conversion, purchase by the Issuer at the option of a Holder or redemption dateof a Security, the maturity date or any other date on which the principal of or premiumOriginal Issue Discount, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall cease to accrue on such Security, under the amount so payable for terms and subject to the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beconditions of this Indenture. The Series A Notes shall be initially issued in known and designated as the form "Series A Zero Coupon Convertible Senior Notes due 2021" of one or more Global Securities the Issuer and the depositary for the Series B Notes shall be known and designated as the "Series B Zero Coupon Convertible Senior Notes due 2021" of the Issuer, each with a Stated Maturity on May 25, 2021. The Depository Trust CompanyIssue Price and Original Issue Discount accrued on the Securities shall be payable at (i) the office or agency of the Issuer in The City of New York maintained for such purpose, which initially shall be the principal corporate trust office of the Trustee in The City of New York, New York(ii) the Corporate Trust Office and (iii) at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payments may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the security register. The Notes Securities shall not be subject to any have the benefit of a sinking fund. The Notes Securities shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form general senior obligations of the Notes attached hereto Issuer secured on an equal and ratable basis as Exhibit A is hereby adopted, pursuant to provided in Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes4.11.

Appears in 1 contract

Samples: Starwood Hotel & Resorts Worldwide Inc

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, 312 and 1011 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9006.000% Sustainability-Linked Senior Unsecured Notes due 2033.Due 2022The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March April 1, 2033 for payment of principal of 2022, and the Notes. The Notes shall bear interest at the rate of 5.9006.000% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-on October 1, 2014 and semi annually in arrears thereafter on March April 1 and September October 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February March 15 or August 15, as the case may be, next and September 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis offices or agencies of a 360-day year comprised the Issuer set forth in Section 302, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided, any redemption datehowever, the maturity date or any other date on which the principal that all payments of or principal, premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on by wire transfer of immediately available funds to the next Business Day as if it were made on Depository. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1016. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Entegris Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, 100,000,000 except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 2.5, 2.082.7, 2.09 2.9, 8.6, 9.15, 9.16 or 9.04 10.8 hereof. The Securities shall be known and designated as the "8 3/4% Series A Senior Subordinated Notes due 2007" and the "8 3/4% Series B Senior Subordinated Notes due 2007" of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) May 15, 2007, and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.9008 3/4% per annum (the “Initial Interest Rate”)from May 22, subject to increase as set forth in Section 2.01(b)1997, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on May 15 and November 15 in arrears on March 1 and September 1 of each year (beginning September 1year, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August commencing November 15, as the case may be1997, next preceding such interest payment dateand at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or on) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made payable at the office or agency of the Company maintained for such purpose in the City of New York; provided, however, interest may be paid, at the option of the Company, by check mailed to the Persons entitled thereto at their respective addresses as shown on the next Business Day as if it were Security Register or, upon application to the Trustee by any Holder of an aggregate principal amount of Securities in excess of $500,000 not later than the applicable Regular Record Date, by transfer to an account (such transfer to be made on the date the payment was due, and no interest shall accrue on the only to a Holder of an aggregate principal amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued of Securities in excess of $500,000) maintained by such Holder with a bank in the form City of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. No transfer will be made to any such account unless the Trustee has received written wire instructions not less than 15 days prior to the relevant payment date. The Notes Securities shall not be redeemable as provided in Article X hereof. The Securities shall be subject to any sinking funddefeasance at the option of the Company as provided in Article XI hereof. The Notes Securities shall be guaranteed by the Subsidiary Guarantors as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle XII hereof.

Appears in 1 contract

Samples: Pogo Producing Co

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900"4.50% Sustainability-Linked Senior Convertible Notes due 2033.” 2007" of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000175,000,000 (plus any additional amount of Notes issued upon the exercise of the Underwriters' Option, which additional amount may not exceed $26,250,000), except for Notes authenticated and delivered upon reregistration re-registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 3.4, 2.083.5, 2.09 3.6, 8.6 or 9.04 10.7 of the Indenture or Section 4.02(e) or 5.02 of this Supplemental Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes shall be February 1, 2007, and the Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate of 5.9004.50% of the principal amount per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16January 23, 2023 2002, or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, until the principal amount thereof is paid at Maturity and at the rate of 4.50% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest. Interest on the Notes shall be payable semi-annually in arrears on March February 1 and September August 1 of each year (beginning September each, an "Interest Payment Date"), commencing August 1, 2023)2002, to the Persons in whose names the Notes (or any Predecessor Securities) are registered at the close of business on February the January 15 or August 15, as the case may be, next July 15 immediately preceding such Interest Payment Date. Except as provided in this paragraph, if a Holder converts its Notes into Common Stock on any day other than an Interest Payment Date, such Holder shall receive no interest that has accrued but is unpaid on such Notes. A Holder who converts a Note after a Regular Record Date for an interest payment datebut prior to the corresponding Interest Payment Date, until principal thereof is paid or made available for payment. Interest shall be entitled to receive on the Interest Payment Date interest accrued and paid on such Note (if such Holder was the Holder of such Note on such Regular Record Date), notwithstanding the conversion of such Note prior to such Interest Payment Date. However, at the time such Holder surrenders such Notes shall for conversion, such Holder must pay to the Company an amount equal to the interest that has accrued and will be calculated paid on the basis of a 360-day year comprised of twelve 30-day monthsInterest Payment Date on the Note being converted. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption dateHowever, the maturity date preceding sentence shall not apply to Notes that are converted after being called by the Company for redemption pursuant to Article III of this Supplemental Indenture or any other date on which the principal being subject to repurchase pursuant to Article IV of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may bethis Supplemental Indenture. The Notes shall be initially issued in the form of one or more Global Securities global Notes and the depositary Depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 1,000 and integral multiples of $1,000 in excess thereof. The Notes shall not be issued as Original Issue Discount Securities. The form of the Notes attached hereto as Exhibit A is hereby adoptedadopted as a form of Securities of a series that consists of Notes. Certain terms of the Notes are set forth in the form of the Notes. With respect to the Notes only and for the benefit only of the Holders thereof, pursuant the failure on the part of the Company to observe or perform any of the covenants or agreements on the part of the Company in this Supplemental Indenture not otherwise specified in Section 9.01(i5.1 of the Indenture shall be an additional Event of Default with respect to the Notes as if and, for all purposes under the Indenture, to the same extent as if the same were specified in Section 5.1(3) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Continental Airlines Inc /De/

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount at maturity of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000833,815,000, except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 906, 1009, 1016 or 9.04 1108. The Securities shall be known and designated as the "10-1/2% Senior Discount Notes Due 2008" of the IndentureCompany. Their Stated Maturity shall be December 1, 2008. The Company Securities shall be the Issuer issued at a discount of the Notes (the “Issuer”) and the Parent shall be a Guarantor 59.966% of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the their aggregate principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether amount at maturity, and shall accrete at a rate of 10- 1/2% per annum, compounded semiannually, to 100% of their aggregate principal amount at maturity by accelerationDecember 1, redemption2003. On December 1, repayment or otherwise2003, in accordance with the terms cash interest shall commence accruing at a rate of the Notes10-1/2% per annum, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes which shall be March payable semiannually in arrears on June 1 and December 1 in each year, commencing on June 1, 2033 for payment of 2003, and at said Stated Maturity, until the principal of the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been thereof is paid or duly provided for. Notwithstanding the foregoing, payable with respect to Initial Securities, if there has been a Registration Default the Initial Securities shall from the date of such Registration Default bear Special Interest up to but excluding the date on which such Registration Default is cured, as set forth or referred to in the text of the Securities appearing in Exhibit A hereto. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually in arrears on March June 1 and September December 1 in each year, and the amount of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. accrued Special Interest on the Notes shall be calculated determined on the basis of a 360-day year comprised the number of twelve 30-day monthsdays actually elapsed. All dollar amounts resulting from this calculation will In addition, the Company may elect, upon not less than 60 days prior notice given in the manner provided for in Section 106, to commence the accrual of cash interest on all Outstanding Securities on or after December 1, 2001, in which case the outstanding principal amount at maturity of each Security shall on such commencement date be rounded reduced to the nearest centAccreted Value of such Security as of such commencement date and cash interest shall be payable with respect to such Security on each June 1 and December 1 thereafter, as set forth or referred to in the text of the Securities. If any interest payment dateAccreted Value of, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall Securities will be made on the next Business Day as if it were made on the date the payment was duepayable, and no interest shall accrue on the amount so payable for Securities may be exchanged or transferred, at the period from and after office or agency of the interest payment date, redemption date, maturity date or other date, as the case may be. Company in The Notes shall be initially issued in the form City of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New Yorkwhich, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Notes shall not be interest rate on the Securities is subject to any sinking fundincrease by the addition of Special Interest and otherwise, all as set forth or referred to in the text of the Securities appearing in Exhibit A hereto. The Notes Securities shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form At the election of the Notes attached hereto as Exhibit A is hereby adoptedCompany, pursuant to Section 9.01(i) the entire Debt on the Securities or certain of the Indenture, Company's obligations and covenants and certain Events of Default thereunder may be defeased as the form of Debt Securities that consist of the Notesprovided in Article Twelve.

Appears in 1 contract

Samples: Level 3 Communications Inc

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The An unlimited aggregate principal amount of Notes that Securities may be authenticated and delivered under this First Supplemental Indenture (of which Cdn$460,000,000 is initially limited to $500,000,000being issued, except for Notes authenticated and delivered the date hereof), including Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07303, 2.08304, 2.09 305, 306, 516, 908, 1108 or 9.04 1111. The Initial Securities shall be known and designated as the "7.625% Senior (Secured) Notes due 2011" and the Exchange Securities shall be known and designated as the "7.625% Exchange Senior (Secured) Notes due 2011", in each case, of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1December 15, 2033 for payment of principal of the Notes. The Notes 2011 and they shall bear interest at the rate of 5.9007.625% per annum (the “Initial Interest Rate”)from November 30, subject to increase as set forth in Section 2.01(b)2004, from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on June 15, 2005, and semi-annually thereafter on June 15 and December 15 in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered and at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datesaid Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or ) and interest on a Note becomes due the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York or elsewhere, and payable falls if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on a day the Security Register; provided further that is not a Business Dayall payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least Cdn$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be made on payable only upon surrender of the next Business Day Security to the Paying Agent. The Securities shall be redeemable as if it were made provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the payment was due, and no interest shall accrue on Company without notice to or consent of the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons Holders and shall be issuable in minimum denominations of $2,000 consolidated with and integral multiples of $1,000 in excess thereof. The form of a single series with the Notes attached hereto Securities initially issued and shall have the same terms as Exhibit A is hereby adoptedto status, pursuant to Section 9.01(i) of the Indenture, redemption or otherwise as the form Securities originally issued. Any Additional Securities shall be issued with the benefit of Debt Securities that consist of the Notesan indenture supplemental to this Indenture.

Appears in 1 contract

Samples: Rogers Wireless Inc

Title and Terms. (a) There is hereby created under Notwithstanding anything to the Indenture a series contrary in this Indenture, the Debentures or in any related document, all of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” terms of the Debentures are subject to the provisions of Section 3.09 hereof. The aggregate principal amount of Notes Debentures that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, 17,718,000 except for Notes Debentures authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, for or in lieu of, of other Notes Debentures pursuant to Sections 2.073.04, 2.083.05 or 11.05. The Debentures shall be known and designated as the "10% Subordinated Debentures Due January 3, 2.09 2003" of the Bank. The Principal of the Debentures shall be due and payable on the Maturity Date unless earlier redeemed or 9.04 accelerated after an Event of Default on the terms and in the manner described in the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, Debentures will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes shall bear interest at the rate of 5.90010% per annum from the Issue Date until the principal thereof is paid or duly provided for. Such interest will be payable semi-annually in arrears on July 15 and January 15 of each year, commencing on July 15, 1993, and the Maturity Date (the “Initial each an "Interest Rate”Payment Date"). On such Interest Payment Date, subject to increase as set forth in Section 2.01(b), interest payments will include interest accrued from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1or, 2023)if no interest has been paid, to from the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for paymentIssue Date. Interest on the Notes shall be calculated computed on the basis of a 360-day year comprised of 360 days and twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment dateThe principal of, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment each Debenture shall be made on payable at the next Business Day as if it were made on Corporate Trust Office of the date the payment was dueTrustee, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes York (the "Place of Payment") 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 payment of interest shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form made by check mailed to the address of the Notes attached hereto Holder of such Debenture as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of it shall appear on the Indenture, as the form of Debt Securities that consist of the NotesDebenture Register.

Appears in 1 contract

Samples: Indenture (First Nationwide Holdings Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Notes. The Notes shall be known and designated as the “5.90012% Sustainability-Linked Senior Secured Notes due 2033.2015The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesIssuers. The Stated Maturity for of the Notes shall be March December 1, 2033 for payment of principal of 2015, and the Notes. The Notes shall bear interest at the rate of 5.90012% per annum (the “Initial Interest Rate”)from November 24, subject to increase as set forth in Section 2.01(b)2009, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on June 1, 2010 and semi-annually in arrears thereafter on March June 1 and September December 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February the May 15 and November 15 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuers maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuers, payment of interest may be rounded made by check mailed or wire transfer to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the required payment Issuers’ office or agency shall be made on the next Business Day as if it were made on office of the date trustee maintained for such purpose. Holders shall have the payment was dueright to require the Issuers to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change in Control pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesSubsidiary Guarantors.

Appears in 1 contract

Samples: Indenture (Clearwire Corp /DE)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, 312 and 1011 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9004.125% Sustainability-Linked Senior Notes due 2033.2029The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March 1April 15, 2033 for payment of principal of 2029, and the Notes. The Notes shall bear interest at the rate of 5.9004.125% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on October 15, 2021 and semi-annually thereafter on April 15 and October 15 in arrears on March 1 and September 1 of each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next April 1 and October 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis offices or agencies of a 360-day year comprised the Issuer set forth in Section 302, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on by wire transfer of immediately available funds to the next Business Day as if it were made on Depository. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1016. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (BWX Technologies, Inc.)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a series of Debt Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “5.9006.500% Sustainability-Linked Senior Notes due 2033.2025The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March May 1, 2033 for payment of principal of 2025, and the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)below from April 28, 2020, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on November 1, 2020 and semi-annually in arrears thereafter on March May 1 and September November 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February the April 15 or August 15, as the case may be, next and October 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent Global Notes registered in the required payment name of or held by the Depository or its nominee shall be made on by wire transfer of immediately available funds to the next Business Day accounts within the United States as if it were made on specified by the date the payment was dueHolder or Holders thereof, and no all payments of principal, premium, if any, and interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of with respect to one or more Global Securities and the depositary for the Certificated Notes at Stated Maturity shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations made against presentation of $2,000 and integral multiples of $1,000 in excess thereof. The form such Certificated Note at the office or agency of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesCompany maintained for such purpose.

Appears in 1 contract

Samples: Indenture (Kaiser Aluminum Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000150,000,000, except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 906 or 9.04 1108 or in connection with an Offer to Purchase pursuant to Section 1014 or 1017. The Securities shall be known and designated as the "___% Senior Subordinated Notes due 2006" of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) December 15, 2006 and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.900___% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16December __, 2023 1996 or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable semi-annually on June 15 and December 15, commencing June 15, 1997, until the principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or ) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made on payable at the next Business Day as if it were made on office or agency of the date the payment was due, and no interest shall accrue on the amount so payable Company maintained for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued such purpose in the form Borough of one or more Global Securities and the depositary for the Notes shall be Manhattan, The Depository Trust Company, City of New York, New YorkYork maintained for such purpose and at any other office or agency maintained by the Company for such purpose; 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 and provided, further, that upon the written request of any Holder to the Company or a Paying Agent not later than the 10th Business Day immediately preceding the relevant payment date, such Holder may receive payment of the principal of (and premium, if any) or interest on such Holder's Security by wire transfer to the account specified by such Holder in such request. Unless such designation is revoked, any such designation made by a Holder with respect to its Security will remain in effect with respect to future payments with respect to such Security payable to such Holder. The Notes Securities shall not be subject to any sinking fundrepurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1014 and 1017. The Notes Securities shall be redeemable as provided in registered form without coupons and Article Eleven. The Securities shall be issuable subordinated in minimum denominations right of $2,000 and integral multiples payment to Senior Debt of $1,000 the Company as provided in excess thereofArticle Twelve. The form Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article Thirteen. The Subsidiary Guarantees shall be subordinated in right of payment to Senior Guarantees of the Notes attached hereto Subsidiary Guarantors as Exhibit A is hereby adopted, pursuant provided in Article Fourteen. The Securities shall be subject to Section 9.01(i) defeasance at the option of the Indenture, Company as the form of Debt Securities that consist of the Notesprovided in Article Fifteen.

Appears in 1 contract

Samples: Indenture (Pathology Building Partnership)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior The Notes due 2033.” shall be issued in one series. The aggregate principal amount of the Notes that may initially be authenticated and delivered under this First Third Supplemental Indenture is initially limited to $500,000,0001,000,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 304, 2.08305, 2.09 306 or 9.04 906 of the Existing Indenture or Article Two of this Third Supplemental Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity Stated Maturity, CUSIP number, ISIN and other common code and terms (except for the date of issuance andas to status, in some cases, the price to the public and the initial interest payment date) redemption or otherwise as the Notes. Any , in which event such additional notes, together with the Notes, will Original Notes and the Exchange Notes issued in exchange for any such Original Notes shall constitute a single one series of Debt Securities for all purposes under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes, including without limitation, amendments, waivers and redemptions. The Stated Maturity for of the Notes shall be March May 1, 2033 for payment of principal of 2036, and the Notes. The Notes shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this Third Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis option of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beHolder thereof. The Notes shall be initially issued redeemable at the election of the Company from time to time, in whole or in part, at the times and at the prices specified in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundNote set forth in Section 2.3 of this Third Supplemental Indenture. The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Unless the context otherwise requires, the Original Notes and the Exchange Notes issued in exchange for any Original Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. All Exchange Notes issued upon any exchange of the Original Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Original Notes surrendered upon such exchange. Subject to the second paragraph of Section 307 of the Existing Indenture, each Exchange Note delivered in exchange for an Original Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such Original Note. The Notes shall be issuable only in fully registered form without coupons and shall be issuable only in minimum denominations of $2,000 100,000 and integral multiples of $1,000 in excess thereof. The form Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Existing Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (American International Group Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of the Indenture a same series of Debt Securities as the Notes. The Notes shall be known and designated as the “5.9005.250% Sustainability-Linked Senior Notes due 2033.2025The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March 1August 11, 2033 for payment of principal of 2025, and the Notes. The Notes shall bear interest at the rate of 5.9005.250% per annum (the “Initial Interest Rate”)from August 11, subject to increase as set forth in Section 2.01(b)2020, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, for on the Notes. Interest on the Notes is payable semi-annually in arrears on March 1 February 11 and September 1 August 11 of each year year, commencing on February 11, 2021 and at the applicable Stated Maturity, until the principal of such Note is paid or duly provided for and to the Person in whose name such Note (beginning September 1, 2023or any Predecessor Note), to the Persons in whose names the Notes are is registered at the close of business on February 15 or August 15, as the case may be, next January 28 and July 28 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose within the City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the required payment Company’s office or agency in New York shall be made on the next Business Day as if it were made on office of the date trustee maintained for such purpose. Holders shall have the payment was dueright to require the Company to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change in Control pursuant to Section 1016. The Notes shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for Article Eleven. If the Notes shall be The Depository Trust Companyare guaranteed, New Yorkthe due and punctual payment of principal of, New York. The premium, if any, and interest on the Notes shall not be subject payable by the Company is irrevocably and unconditionally guaranteed, to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (Aircastle LTD)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a series of Debt Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “5.9008.250% Sustainability-Linked Senior Notes due 2033.Due 2020The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March June 1, 2033 for payment of principal of 2020, and the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)below from May 23, 2012, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2012 and semi-annually in arrears thereafter on March June 1 and September December 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February the May 15 or August 15, as the case may be, next and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any), Additional Interest, if any, and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose within Minneapolis, MN or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent global notes registered in the required payment name of or held by the Depository or its nominee shall be made on by wire transfer of immediately available funds to the next Business Day as if it were made on accounts specified by the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date Holder or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess Holders thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (Kaiser Aluminum Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900"7% Sustainability-Linked Senior Exchangeable Notes due 2033.” Due 2000" of the Company. The aggregate principal amount of Notes SAILS that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000479,953,687.50, except for Notes SAILS authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes SAILS pursuant to Sections 2.072.8, 2.08, 2.09 2.9 or 9.04 2.11 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, stated maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes SAILS shall be August 1, 2000 ("Stated Maturity") and the SAILS shall bear interest on the principal amount at the rate of 5.9007% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16, 2023 the date of original issuance or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually quarterly in arrears on March February 1, May 1, August 1 and September November 1 of each year (beginning September commencing November 1, 20231997), to the Persons persons in whose names the Notes SAILS (or any predecessor securities) are registered at the close of business on February 15 or August 15, as the case may be, next 15th day of the calendar month immediately preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes provided that interest payable at Maturity shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded payable to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which person to whom the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment payable. The SAILS shall be made on the next Business Day as if it were made on the date the payment was due, issuable in denominations of $61.9375 and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beany integral multiple thereof. The Notes SAILS shall be initially issued in the form of one or more Global Securities and the depositary Depositary for the Notes SAILS shall be The Depository Trust Company, New York, New York. The Notes SAILS shall not be redeemable prior to their Stated Maturity. The SAILS shall not be subject to any sinking fund. The Notes Company shall not be obligated to pay any additional amount on the SAILS in registered form without coupons respect of taxes, except as otherwise provided in Sections 2.06 and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof3.01 hereof. The form of the Notes SAILS attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(iSections 2.1, 2.14 and 8.1(e) of the Indenture, as the a form of Debt Securities of a series that consist consists of the NotesSAILS. The SAILS shall be mandatorily exchangeable as provided in Section 2.02 hereof.

Appears in 1 contract

Samples: Ralston Purina Co

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9004.250% Sustainability-Linked Senior Notes due 2033.2029The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of Notes shall be March 1February 15, 2033 for payment of principal of 2029, and the Notes. The Notes shall bear interest at the rate of 5.9004.250% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable commencing on August 15, 2021 and semi-annually thereafter in arrears on March 1 February 15 and September 1 August 15 of each year (beginning September 1year, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business (if applicable) on the February 15 1 and August 1 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Paying Agent maintained for such purpose as set forth in Section 3.02, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to the Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on in accordance with the next Business Day as if it were made on Depository’s applicable procedures. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 10.16. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (PennyMac Financial Services, Inc.)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any additional Notes issued under this Indenture are issued in accordance with Section 3.03 hereof, as part of the Indenture same series as the Initial Notes, form a series of Debt Securities single class with the Initial Notes and shall have the same terms as to status, redemption, conversion or otherwise as the Initial Notes. The Notes shall be known and designated as the “5.9007.00% Sustainability-Linked Senior Subordinated Convertible Notes due 2033.2031The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March December 31, 2031. Interest on the Notes will be payable semi-annually on June 30 and December 31 of each year starting on December 31, 2021 to Holders of record at the close of business on the preceding June 1 and December 1, 2033 for payment of principal of respectively. Interest shall accrue on the Notes. The Notes shall bear interest at the a rate of 5.9007.0% per annum (annum. Interest will accrue on the “Initial Interest Rate”)Notes from and including the Issuance Date or from, subject to increase as set forth and including, the last date in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to respect of which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, to, but excluding, the next preceding such interest payment dateInterest Payment Date or the Maturity Date, until principal thereof is paid or made available for paymentas the case may be. Interest on the Notes shall will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. All dollar amounts resulting from this calculation will be rounded Interest on any overdue principal, interest (to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of extent lawful) or premium, if any, or shall be payable on demand in the form as provided in Article Fourteen hereof. The principal of (and premium, if any) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Notes shall be made payable at the office or agency of the Company maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the next Business Day as Note Register; provided that all payments of principal, premium, if it were made on the date the payment was dueany, and no interest shall accrue on with respect to Notes represented by one or more permanent Global Notes registered in the amount so payable for name of or held by the period from and after Depository or its nominee will be made by wire transfer of immediately available funds to the interest payment date, redemption date, maturity date or other date, as accounts specified by the case may beHolders thereof. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject convertible into Common Stock pursuant to any sinking fundArticle Fourteen. The Notes shall be redeemable as provided in registered form without coupons Article Eleven and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Wheeler Real Estate Investment Trust, Inc.

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9008.625% Sustainability-Linked Senior Notes due 2033.2025The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of Notes shall be March December 1, 2033 for payment of principal of 2025, and the Notes. The Notes shall bear interest at the rate of 5.9008.625% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on June 1, 2018 and semi-annually thereafter in arrears on March June 1 and September December 1 of each year (beginning September 1year, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business (if applicable) on February the May 15 and November 15 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Paying Agent maintained for such purpose as set forth in Section 3.02, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on in accordance with the next Business Day as if it were made on Depository’s applicable procedures. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 10.16. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (Weight Watchers International Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9005.75% Sustainability-Linked Senior Notes due 2033.2031The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of Notes shall be March 1November 15, 2033 for payment of principal of 2031, and the Notes. The Notes shall bear interest at the rate of 5.9005.75% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable commencing on May 15, 2022 and semi-annually thereafter in arrears on March 1 May 15 and September 1 November 15 of each year (beginning September 1year, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business (if applicable) on February 15 the May 1 and November 1 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis offices or agencies of a 360-day year comprised the Issuer maintained for such purpose as set forth in Section 3.02, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on in accordance with the next Business Day as if it were made on Depository’s applicable procedures. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 10.16. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Mr. Cooper Group Inc.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially shall be limited to $500,000,000, except for 143,750,000 aggregate principal amount. The Securities shall be known and designated as the “4.75% Convertible Senior Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 due 2014” of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1January 15, 2033 for payment of principal of the Notes. The Notes 2014, and they shall bear interest at the rate of 5.9004.75% per annum (the “Initial Interest Rate”)from December 15, subject to increase as set forth in Section 2.01(b)2003, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually in cash and in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons Person in whose names name the Notes are Security (or any Predecessor Security) is registered at the close of business on February the January 1 and July 1 immediately preceding the Interest Payment Date on January 15 or August and July 15 of each year, commencing on July 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment2004. Interest on the Notes shall will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. All dollar amounts resulting from this calculation will be rounded Interest on any overdue principal, interest (to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premiumextent lawful), if any, or shall be payable on demand. The principal of and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made on payable at the next Business Day as if it were made on office or agency of the date the payment was due, and no interest shall accrue on the amount so payable Company maintained for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. such purpose in The Notes shall be initially issued in the form City of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New Yorkor at such other office or agency of the Company as may be maintained for such purpose, all as provided in Section 1002 of the Original Indenture; provided, however, that, at the option of the Company, interest may be paid on Securities in definitive form by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. Upon written application by the Holder of Securities aggregating more than $2.0 million in principal amount to the Paying Agent not later than the relevant Regular Record Date, the Company will pay interest on such Securities by transfer of immediately available funds to a Dollar account maintained by such Holder with a bank in the United States. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change in Control pursuant to Article Nine. The Notes shall not be subject to any sinking fund. The Notes Securities shall be redeemable as provided in registered form without coupons Article Eight and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesSecurities.

Appears in 1 contract

Samples: Second Supplemental Indenture (Hanover Compressor Co /)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this First Supplemental Indenture is initially limited to $500,000,000325,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except for as may be limited by applicable law. The Initial Notes authenticated will be issued in an aggregate principal amount of $325,000,000. All the Original Notes shall vote and delivered upon reregistration ofconsent together on all matters as one class, transfer ofand none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, or the Company may issue Additional Notes hereunder. Additional Notes (including any Exchange Notes issued in exchange for, therefor) shall vote (or in lieu of, consent) as a class with the other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 and otherwise be treated as Notes for all purposes of the this Indenture. The Company Notes shall be known and designated as the Issuer "10 1/2% Senior Secured Notes, Due 2013" of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the NotesCompany. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The final Stated Maturity for of the Notes shall be March June 1, 2033 for payment 2013. Interest on the Outstanding principal amount of principal of the Notes. The Notes shall bear interest will accrue, subject to Section 3.11, at the rate of 5.90010 1/2% per annum and will be payable semiannually in arrears on June 1 and December 1 in each year, commencing on December 1, 2003, to Holders of record at the close of business on the immediately preceding May 15 and November 15, respectively (each such May 15 and November 15 a "Regular Record Date"). Interest on the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), Original Notes will accrue from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided forfor or, payable semi-annually if no interest has been paid, from May 20, 2003, and interest on any Additional Notes (and Exchange Notes issued in arrears exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on March 1 and September 1 such Additional Notes, from the date of each year (beginning September 1issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, 2023)interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Company will pay interest on overdue principal and, to the Persons extent lawful, on overdue installments of interest and Liquidated Damages, if any, at a rate of 1% per annum in whose names excess of the Notes are registered at the close of business on February 15 or August 15interest rate referred to above. The principal of, as the case may beand premium, next preceding such if any, and interest payment dateand Liquidated Damages, until principal thereof is paid or made available for payment. Interest if any, on the Notes shall be calculated on payable at the basis Corporate Trust Office or at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a 360-day year comprised "Place of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to Payment") in the nearest cent. If any manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest and Liquidated Damages on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall may be made on by wire transfer of immediately available funds to the next Business Day account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as if it were made on the date the payment was due, and no interest such address shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued appear in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesRegister.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Nederland LTD)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount Original Issue Price of Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,00012,500,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, for or in lieu of, other Notes pursuant to Sections 2.03, 2.04, 2.07, 2.08, 2.09 or 9.04 4.07 and 11.05. The Notes shall be known and designated as the "11.3025% Convertible Subordinated Notes due 2007" of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Accreted Value of the Notes shall be March 1July __, 2033 for payment of principal of 20071 and the Notes. The Notes shall each bear interest at the rate of 5.90011.3025% per annum (on the “Initial Interest Rate”)Accreted Value thereof from July __, subject to increase as set forth in Section 2.01(b), from February 16, 2023 or 2001 until the most recent interest payment date to Stated Maturity of the Accreted Value. On each July __ on which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered outstanding, commencing July __, 2002, and at the close Stated Maturity of business on February 15 or August 15the Accreted Value, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall accrue and be calculated on paid through the basis addition of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded such interest to the nearest centAccreted Value in effect immediately prior to the applicable Interest Accrual Date. The Company shall notify the Trustee in writing of the aggregate amount of such interest not less than five (5) or more than 45 days prior to any Interest Accrual Date on which accretion will occur. On the applicable Interest Accrual Date, the Accreted Value shall increase by the amount of such interest. On Maturity, the Accreted Value shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose. If any a Holder so requests, Accreted Value, accrued and unpaid interest payment datethereon, any redemption date, the maturity date or any other date on which the principal of or and premium, if any, or interest on a Note becomes due may be paid by wire transfer of immediately available funds to an account previously specified in writing by such Holder to the Company and payable falls on a day that is not a Business Daythe Trustee. At the option of the Holder, the required payment Notes may be converted into shares of Series D Preferred Stock pursuant to Article IV hereof. Holders shall be made on have the next Business Day as if it were made on right to require the date the payment was dueCompany to repurchase their Notes, and no interest shall accrue on the amount so payable for the period from and after the interest payment datein whole or in part, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form event of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations a Change of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adoptedControl, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes3.07.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Skiing Co /Me)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount at Stated Maturity of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000440,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 303, 2.08304, 2.09 305, 306, 906, 1012 or 9.04 1013. The Notes shall be known and designated as the "11 1/2% Senior Discount Notes due 2008" and the Exchange Notes shall be known and designated as the "11 1/2% Series B Senior Discount Notes due 2008," in each case, of the IndentureCompany. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Their Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes 2008 and they shall bear interest at the rate of 5.90011 1/2% per annum (the “Initial Interest Rate”)from March 1, subject to increase as set forth in Section 2.01(b), 2003 or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable in cash on March 1, 2003 and semi-annually in arrears thereafter on March 1 and September 1 of in each year (beginning September 1, 2023), to and at said Stated Maturity until the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or duly provided for. The Notes will be issued at a discount to their aggregate principal amount at maturity. The principal of the Notes shall not accrue interest until March 1, 2003 except in the case of a default in payment of the amount due at Stated Maturity, in which case the amount due on the Notes shall bear interest at the rate borne by the Notes (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default to the date the payment of such amount has been made available for paymentor duly provided for. Interest on any overdue principal amount shall be payable on demand. The principal of (and premium, if any) and interest on the Notes shall be calculated payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at -------- ------- the option of the Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the basis Note Register or (ii) by transfer to an account maintained by the payee located in the United States. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded Change in Control pursuant to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beSection 1009. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1016. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle Eleven.

Appears in 1 contract

Samples: Indenture (Teligent Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to unlimited; provided that the aggregate principal amount of $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 100,000,000 of the Indenture. The Company shall be the Issuer of the Series C Notes (the “Issuer”"Initial Series C Notes") and the Parent shall be a Guarantor issued on the date hereof. The Series C Notes shall be known and designated as the "11% Senior Subordinated Notes due 2008, Series C" of the NotesCompany. The Guarantor fully Series D Notes shall be known and unconditionally guaranteesdesignated as the "11% Senior Subordinated Notes due 2008, pursuant to the terms Series D" of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1August 15, 2033 for payment of principal of the Notes. The Notes 2008, and they shall bear interest at the rate of 5.90011% per annum (the “Initial Interest Rate”)from December 19, subject to increase as set forth in Section 2.01(b)2001, or from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually semiannually in cash and in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons Person in whose names name the Notes are Security (or any predecessor Security) is registered at the close of business on the February 1 and August 1 immediately preceding the interest payment date on February 15 and August 15 of each year, commencing the first February 15 or August 15, as 15 following the case may be, next preceding date such interest payment date, until principal thereof is paid or made available for paymentSecurity was originally issued. Interest on the Notes shall will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. All dollar amounts resulting from this calculation will be rounded Interest on any overdue principal, interest (to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of extent lawful) or premium, if any, or shall be payable on demand. The principal of (and premium, if any) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made on payable at the next Business Day as if it were made on office or agency of the date the payment was due, and no interest shall accrue on the amount so payable Company maintained for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. such purpose in The Notes shall be initially issued in the form City of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New Yorkor at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Notes Securities shall not be subject to any sinking fundrepurchase by the Company pursuant to an Asset Disposition as provided in Section 1017. The Notes Securities shall be redeemable as provided in registered form without coupons Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall be issuable subordinated in minimum denominations right of $2,000 and integral multiples of $1,000 payment to Senior Indebtedness as provided in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle Thirteen.

Appears in 1 contract

Samples: Colortyme Inc

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Notes. The Notes shall be known and designated as the “5.90010.875% Sustainability-Linked Senior Secured Notes due 2033.2016The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March 1April 15, 2033 for payment of principal of 2016, and the Notes. The Notes shall bear interest at the rate of 5.90010.875% per annum (the “Initial Interest Rate”)from May 29, subject to increase as set forth in Section 2.01(b)2009, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on October 15, 2009 and semi-annually thereafter on April 15 and October 15 in arrears on March 1 and September 1 of each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next April 1 and October 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose in The City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the required payment Company’s office or agency in New York shall be made on the next Business Day as if it were made on office of the date trustee maintained for such purpose. Holders shall have the payment was dueright to require the Company to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change in Control pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Intercreditor Agreement (Sealy Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this First Supplemental Indenture is initially limited to $500,000,000393,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except for as may be limited by applicable law. The Initial Notes authenticated will be issued in an aggregate principal amount of $393,000,000. All the Original Notes shall vote and delivered upon reregistration ofconsent together on all matters as one class, transfer ofand none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, or the Company may issue Additional Notes hereunder. Additional Notes (including any Exchange Notes issued in exchange for, therefor) shall vote (or in lieu of, consent) as a class with the other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 and otherwise be treated as Notes for all purposes of the this Indenture. The Company Notes shall be known and designated as the Issuer "9 1/2% Senior Secured Notes, Due 2008" of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the NotesCompany. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The final Stated Maturity for of the Notes shall be March 1December 15, 2033 for payment 2008. Interest on the Outstanding principal amount of principal of the Notes. The Notes shall bear interest will accrue, subject to Section 3.11, at the rate of 5.9009 1/2% per annum and will be payable semiannually in arrears on June 15 and December 15 in each year, commencing on June 15, 2002, to Holders of record at the close of business on the immediately preceding June 1 and December 1, respectively (each such June 1 and December 1 a "Regular Record Date"). Interest on the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), Original Notes will accrue from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided forfor or, payable semi-annually if no interest has been paid, from December 4, 2001, and interest on any Additional Notes (and Exchange Notes issued in arrears exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on March 1 and September 1 such Additional Notes, from the date of each year (beginning September 1issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, 2023)interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Company will pay interest on overdue principal and, to the Persons extent lawful, on overdue installments of interest and Liquidated Damages, if any, at a rate of 1% per annum in whose names excess of the Notes are registered at the close of business on February 15 or August 15interest rate referred to above. The principal of, as the case may beand premium, next preceding such if any, and interest payment dateand Liquidated Damages, until principal thereof is paid or made available for payment. Interest if any, on the Notes shall be calculated on payable at the basis Corporate Trust Office or at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a 360-day year comprised "Place of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to Payment") in the nearest cent. If any manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest and Liquidated Damages on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall may be made on by wire transfer of immediately available funds to the next Business Day account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as if it were made on the date the payment was due, and no interest such address shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued appear in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesRegister.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Nederland LTD)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, 200,000,000 except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 3.4, 2.083.5, 2.09 3.6, 3.7, 3.8, 9.6, 10.15, 10.16 or 9.04 11.8 hereof. The Securities shall be known and designated as the "8 7/8% Series A Senior Subordinated Notes Due 2007" and the "8 7/8% Series B Senior Subordinated Notes due 2007" of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) July 15, 2007, and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.9008 7/8% per annum (the “Initial Interest Rate”)from July 2, subject to increase as set forth in Section 2.01(b)1997, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on January 15 and July 15 in arrears on March 1 and September 1 of each year (beginning September 1year, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August commencing January 15, as the case may be1998, next preceding such interest payment dateand at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or on) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made on payable at the next Business Day as if it were made on office or agency of the date the payment was due, and no interest shall accrue on the amount so payable Company maintained for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. such purpose in The Notes shall be initially issued in the form City of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New Yorkor at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Notes Securities shall not be redeemable as provided in Article XI hereof. The Securities shall be subject to any sinking funddefeasance at the option of the Company as provided in Article XII hereof. The Notes Securities shall be guaranteed by the Subsidiary Guarantors as provided in registered form without coupons and Article XIII hereof. The Securities shall be issuable subordinated in minimum denominations right of $2,000 and integral multiples of $1,000 payment to Senior Indebtedness as provided in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle XIV hereof.

Appears in 1 contract

Samples: Ocean Energy Inc

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered from time to time under this First Supplemental Indenture is initially limited to $500,000,0001,470,000,000, except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 307, 906 or 9.04 1108 or in connection with an Offer to Purchase pursuant to Section 1014 or 1016. The Securities shall be known and designated as the "11 7/8% Senior Discount Notes Due 2009" of the IndentureIssuers. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) November 15, 2009 and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.90011 7/8% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16November 15, 2023 2004 or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 1 May 15 and September 1 of each year (beginning September 1November 15, 2023)commencing on May 15, 2005, to the Persons Holders of record on the immediately preceding May 1 and November 1, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, that if a Registration Default occurs (provided that no more than one Registration Default shall be deemed to be in effect at any one time), then a Step-Up will occur for the period from the occurrence of the Registration Default until the Step-Down Date (after which the interest rate will be restored to its initial rate). The Issuers shall provide the Trustee with written notice of the date of any Registration Default and the Step-Down Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose names the Notes are name this Security (or one or more Predecessor Securities) is registered at the close of business on February 15 the Regular Record Date for such interest, which shall be May 1 or August 15November 1 (whether or not a Business Day), as the case may be, next preceding such interest payment dateInterest Payment Date. Accrued Special Interest, until principal thereof is paid or made available for payment. Interest on the Notes if any, shall be calculated paid in cash in arrears semi-annually on May 15 and November 15 in each year and the amount of accrued Special Interest shall be determined on the basis of a 360-day year comprised the number of twelve 30-day monthsdays actually elapsed and computed as provided in Section 311. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or ) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be payable at the Corporate Trust Office or at the office or agency of the Issuers in the City and State of New York maintained for such purpose; provided, however, that at the option of the Issuers payment of interest may be made on by check mailed to the next Business Day address of the Person entitled thereto as if it were made on such address shall appear in the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beSecurity Register. The Notes Securities shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase by the Issuers pursuant to an Offer to Purchase as provided in Sections 1014 and 1016. The Notes Securities shall be redeemable as provided in registered form without coupons and Article Eleven. The Securities shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form subject to defeasance at the option of the Notes attached hereto Issuers as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesprovided in Article Twelve.

Appears in 1 contract

Samples: Voicestream Wireless Corp /De

Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture shall rank pari passu with the Initial Notes, shall be issued in accordance with Sections 202 and 312 hereof, shall form a single series with the Initial Notes and (aexcept as set forth in Section 312) There is hereby created under shall have the Indenture a series of Debt Securities same terms as to status, redemption or otherwise as the Initial Notes. The Notes shall be known and designated as the “5.9005.50% Sustainability-Linked Senior Notes due 2033.2022The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesIssuers. The Stated Maturity for of the Notes shall be March September 1, 2033 for payment of principal of 2022, and the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), below from February 1613, 2023 2019, or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on March 1, 2019 and semi-annually in arrears thereafter on March 1 and September 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on the February 15 or and August 15, as the case may be, next 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The initial annual interest payment daterate of 5.50% per annum is subject to adjustment from time to time based on changes to the ratings of the Notes by one or more “nationally recognized statistical rating organizations” within the meaning of Section 3(a)(62) of the Exchange Act (each, until principal thereof is paid or made available for paymentan “NRSRO”). Interest The annual interest rate on the Notes shall be calculated will increase by 0.25% beginning on the basis first day of any Six-Month Interest Period (as defined below) if as of such day the Notes have a 360Triple-day year comprised B Rating (as defined below), and likewise it will increase by 0.50% in excess of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made initial rate beginning on the next Business Day first day of any Six-Month Interest Period if as if it were made of such day the Notes have either a Non-IG Rating (as defined below) or no rating from any NRSRO. In the event that the annual interest rate on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of increases due to one or more Global Securities downgrades, the rate will revert to the initial interest rate beginning on the first day of any Six-Month Interest Period if as of such day the notes have a Single-A Rating (as defined below), and it will revert to 0.25% over the depositary for initial interest rate beginning on the Notes shall be The Depository Trust Company, New York, New Yorkfirst day of any Six-Month Interest Period if as of such day the notes have been upgraded from a Non-IG Rating to a Triple-B Rating. The Notes shall not be subject to Issuers will notify the Trustee and Depository in writing of any sinking fund. The Notes shall be change in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form the ratings of the Notes attached hereto as Exhibit A is hereby adoptedand the effective dates thereof, pursuant and in no event will the Trustee be responsible for monitoring such changes. Further, in no circumstances will the annual interest rate exceed the initial rate by more than 0.50% due to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist changes in ratings of the Notes., and in no event will it ever be less than the initial rate. For purposes of this Indenture, the following terms are defined thus:

Appears in 1 contract

Samples: Indenture (Ellington Financial LLC)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a series of Debt Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “5.9005.875% Sustainability-Linked Senior Notes due 2033.2024The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March 1May 15, 2033 for payment of principal of 2024, and the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)below from May 12, 2016, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on November 15, 2016 and semi-annually thereafter on May 15 and November 15 in arrears on March 1 and September 1 of each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next May 1 and November 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any), Additional Interest, if any, and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent Global Notes registered in the required payment name of or held by the Depository or its nominee shall be made on by wire transfer of immediately available funds to the next Business Day as if it were made on accounts specified by the date the payment was dueHolder or Holders thereof, and no all payments of principal, premium, if any, and interest shall accrue on the amount so payable for the period from and after the interest payment dateAdditional Interest, redemption dateif any, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of with respect to one or more Global Securities and the depositary for the Certificated Notes at Stated Maturity shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations made against presentation of $2,000 and integral multiples of $1,000 in excess thereof. The form such Certificated Note at the office or agency of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesCompany maintained for such purpose.

Appears in 1 contract

Samples: Indenture (Kaiser Aluminum Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000190.0 million, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Asset Sale Offer or Change of Control Offer pursuant to Sections 2.071015 or 1014, 2.08, 2.09 or 9.04 of the Indenturerespectively. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Initial Notes shall be March 1, 2033 for payment of principal known and designated as the "13% Series A Senior Subordinated Notes due 2009" of the NotesCompany and the Exchange Notes shall be known and designated as the "13% Series B Senior Subordinated Notes due 2009" of the Company. The Notes Their Stated Maturity shall be August 15, 2009 and they shall bear interest at the rate of 5.90013% per annum (the “Initial Interest Rate”), subject to increase as set forth and interest shall be payable in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable cash semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or and August 15, as the case may becommencing on February 15, next preceding such 2000. The Company shall make each interest payment date, to the holders of record on the immediately preceding February 1 and August 1 until the principal thereof is paid or made available for payment, and at the rate of 13% per annum on any overdue principal and premium, if any, and on any overdue installment of interest and Liquidated Damages, if any, until paid. Interest The Notes shall be senior subordinated unsecured obligations of the Company, are subordinated in right of payment to all existing and future Senior Indebtedness of the Company and shall rank senior or PARI PASSU in right of payment with all existing and future subordinated Indebtedness of the Company. Holders shall be entitled to the benefits of the Subsidiary Guarantees. If a Holder has given wire transfer instruction to the Company, the Company shall make all principal, premium and interest payment on the Holder's Notes in accordance with such instruction. All other payments of the principal of (and premium, if any) and interest (and Liquidated Damages, if any) on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Paying Agent and Registrar within the City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be rounded made by check mailed to the nearest centaddress of the Person entitled thereto as such address shall appear in the Note Register. If any interest payment dateThe Company initially appoints the Trustee as the Paying Agent and the Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, any redemption date, and the maturity date Company or any other date on which of its Subsidiaries may act as Paying Agent or Registrar. The Company shall notify the principal Trustee in writing of the name and address of any Registrar or premium, if any, or interest on a Note becomes due and payable falls on a day that is Paying Agent not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beparty to this Indenture. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase by the Company pursuant to an Asset Sale Offer or Change of Control Offer, respectively, as provided in Sections 1015 and 1014. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form subject to defeasance at the option of the Notes attached hereto Company as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesprovided in Article Twelve.

Appears in 1 contract

Samples: Indenture (Oci Holdings Inc)

Title and Terms. Unless otherwise provided in a supplemental indenture with respect to any Additional Securities: (ai) There is hereby created under the Indenture a series of Debt Securities shall be known and designated as the “5.900"7 3/4% Sustainability-Linked Senior Subordinated Notes due 2033.” The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 2010" of the Indenture. The Company Company, and (ii) the Stated Maturity of the Securities shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guaranteesDecember 15, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture2010, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest onon the Securities shall accrue at the rate of 7 3/4% per annum plus Additional Interest, with respect to the Notes and the dueif any, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for from the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), Securities or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on June 15 and December 15 in arrears on March 1 and September 1 of each year (beginning September 1year, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August commencing June 15, as the case may be, next preceding such interest payment date2003, until the principal thereof is paid or made available duly provided for. Unless otherwise specified herein, the Original Securities, any Registered Additional Securities (including any Series B Additional Securities) and any Series A Additional Securities will be treated as one class and are together referred to as the "Securities." The Original Securities, the Registered Additional Securities (including any Series B Additional Securities) and the Series A Additional Securities rank pari passu in right of payment with each other. Unless otherwise specified in a supplemental indenture with respect to any Additional Securities, any Additional Securities issued pursuant to this Indenture shall vote as a class with other Securities issued pursuant to this Indenture, and otherwise be treated as Securities for paymentpurposes of this Indenture. Interest on the Notes Any issuance of Additional Securities shall be calculated on the basis of a 360-day year comprised of twelve 30-day monthssubject to Section 10.08. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment dateThe principal of, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or and interest on a Note becomes due and the Securities shall be payable falls at the office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on a day that the Security Register. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is not a Business Dayhereby initially designated as the Paying Agent under this Indenture. The Securities shall be redeemable as provided in Article Eleven. At the election of the Company, the required payment entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. The Securities shall be made on the next Business Day subordinated in right of payment to Senior Indebtedness as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beprovided in Article Twelve. The Notes shall be initially issued in Securities are entitled to the form benefits of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New YorkGuarantees by each Guarantor. The Notes shall not aggregate principal amount of Securities which may be subject to any sinking fund. The Notes shall be in registered form without coupons authenticated and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A delivered under this Indenture is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesunlimited.

Appears in 1 contract

Samples: Indenture (Salem Communications Corp /De/)

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Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000175,000,000, except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.8, Exchange Securities or in connection with an Offer to Purchase pursuant to Sections 2.0710.19 or 10.21. Subject to Section 3.5, 2.08, 2.09 the Securities will be represented by one or 9.04 more Global Securities in the name of the IndentureDepositary or its nominee. The Company Securities shall be known and designated as the Issuer "7.5% Senior Notes due 2013" of the Notes (the “Issuer”) and the Parent Company. Their Stated Maturity shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March November 1, 2033 for payment of principal of the Notes. The Notes 2013 and they shall bear interest at the rate of 5.9007.5% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16December 2, 2023 2003 or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable semi-annually on May 1 and November 1, commencing May 1, 2004, until the principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or ) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided that at the option of the Company payment of interest may be made on by check mailed to the next Business Day address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding any other provision of this Section 3.1, if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued Securities are in the form of one or more Global Securities, immediately available funds for the payment of the principal of (and premium, if any) and interest on the Securities due on any Interest Payment Date or at Maturity, as the case may be, will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Depositary on such respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 10.19 or 10.21. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to defeasance at the option of the Company as provided in Article Twelve. The Securities do not have the benefit of any sinking fund obligations. The Initial Securities and the depositary for the Notes Exchange Securities shall be The Depository Trust Company, New York, New Yorkconsidered collectively as a single class for all purposes of this Indenture. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form Holders of the Notes attached hereto Initial Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as Exhibit A is hereby adoptedone class, pursuant to Section 9.01(i) and none of the Indenture, as the form of Debt Securities that consist Holders of the NotesInitial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

Appears in 1 contract

Samples: Indenture (Stena Ab)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a series of Debt Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “5.9004.625% Sustainability-Linked Senior Notes due 2033.2028The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March 1, 2033 for payment of principal of 2028, and the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)below from November 26, 2019, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on March 1, 2020 and semi-annually in arrears thereafter on March 1 and September 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on the February 15 or and August 15, as the case may be, next 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent Global Notes registered in the required payment name of or held by the Depository or its nominee shall be made on by wire transfer of immediately available funds to the next Business Day accounts within the United States as if it were made on specified by the date the payment was dueHolder or Holders thereof, and no all payments of principal, premium, if any, and interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of with respect to one or more Global Securities and the depositary for the Certificated Notes at Stated Maturity shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations made against presentation of $2,000 and integral multiples of $1,000 in excess thereof. The form such Certificated Note at the office or agency of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesCompany maintained for such purpose.

Appears in 1 contract

Samples: Indenture (Kaiser Aluminum Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Junior Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000US$486,881,472 (four hundred eighty-six million, eight hundred eighty-one thousand, four hundred seventy-two United States dollars) (without taking into account any increase in principal amount of the Junior Notes as a result of the payment of interest or Additional Amounts, if any, in the form of Junior PIK Notes), except for Junior Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Junior Notes pursuant to Sections 2.07Section 2.06 (Registration, 2.08Registration of Transfer and Exchange), 2.09 2.07 (Mutilated, Destroyed, Lost and Stolen Junior Notes), or 9.04 3.03 (Selection of the IndentureJunior Notes to Be Redeemed). The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Junior Notes shall be March 1, 2033 for payment of principal known and designated as the "Guaranteed Junior Secured Notes due 2008" of the NotesIssuer. The Notes Their Stated Maturity shall be October 31, 2008, and they shall bear interest on their outstanding principal amount at the rate of 5.900% per annum (the “Initial applicable Junior Note Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16the Issue Date (or if interest has already been paid or duly provided for on the Junior Notes, 2023 or from the most recent interest payment date Junior Note Interest Payment Date to which interest has been paid or duly provided for), payable semi-annually quarterly in arrears arrears, on March 1 and September 1 each Junior Note Interest Payment Date (and, in the case of each year (beginning September 1, 2023)Definitive Registered Junior Notes, to the Persons in whose names the Notes are registered Holders of record at the close of business on February 15 or August the immediately preceding January 15, as the case may beApril 15, next preceding July 15 and October 15, respectively (each such interest payment datedate a "REGULAR RECORD DATE")), until the principal thereof is paid or made available for payment. Subject to the following paragraph, the Issuer may, by giving notice to the Trustee, the Paying Agent and the Holders as provided in Section 13.02 (Notices) not less than 15 days prior to a Junior Note Interest Payment Date, elect to pay all (and not only some) of the interest (and any Additional Amounts) due on such Junior Note Interest Payment Date in Junior PIK Notes. Any such Junior PIK Notes will, immediately upon their issue, be consolidated and form a single series with the Junior Notes then in issue. If the Issuer elects, pursuant to the immediately preceding paragraph, to issue Junior PIK Notes in lieu of any cash payment of interest (and any Additional Amounts) due on any Junior Note Interest Payment Date the Paying Agent shall, in the case of Global Junior Notes, make an appropriate notation on Schedule A to such Global Junior Note to reflect the increase in the principal amount of such Global Junior Note relating to such issue of Junior PIK Notes, dated the date of such Junior Note Interest Payment Date, in an amount equal to the amount of interest payable with respect to the Global Junior Notes in the form of Junior PIK Notes. If the payment of interest in the form of Junior PIK Notes by addition to principal in the manner provided above shall for any reason be prohibited by applicable law on any Junior Note Interest Payment Date, the Issuer shall instead issue, and the Paying Agent shall authenticate, an additional Global Junior Note, substantially in the form of Exhibit A hereto, to the Holder of the Global Junior Note in an aggregate principal amount equal to the interest (and any Additional Amounts) due in the form of Junior PIK Notes on the Global Junior Note on such Junior Note Interest Payment Date. If the Issuer elects, pursuant to the second preceding paragraph, to issue Junior PIK Notes in lieu of any cash payment of interest due on any Junior Note Interest Payment Date then, in the case of Definitive Registered Junior Notes, the Issuer shall issue to the Person in whose name such Definitive Registered Junior Note is registered, and the Paying Agent shall authenticate, Definitive Registered Junior Notes, dated the date of such Junior Note Interest Payment Date, in an amount equal to the amount of interest payable with respect to that Definitive Registered Junior Note in the form of Junior PIK Notes. The Issuer may not elect to pay interest (or Additional Amounts) due on the Stated Maturity of the Junior Notes in Junior PIK Notes and shall pay all such sums in cash. In the circumstances described in Section 6.02 (Payment Blockage Provisions), the Issuer shall pay interest (and any Additional Amounts) due in respect of any Junior Note Interest Period in Junior PIK Notes and not in cash. Junior PIK Notes will be deemed for all purposes to be issued on the date on which the interest being paid by the issue of Junior PIK Notes is due. Interest on the Junior PIK Notes will accrue from their issue date at the applicable Junior Note Interest Rate. The Junior Notes will be redeemed in cash at their outstanding principal amount together with any other amounts due thereunder on their Stated Maturity, if not earlier redeemed pursuant to the provisions of this Indenture. All payments of principal, premium, if any, interest, Additional Amounts, if any, and any other amounts due on the Junior Notes shall be calculated made in the Relevant Currency. Any amount of principal, premium, if any, interest and Additional Amounts, if any, on any Junior Note that is not paid when due shall, to the fullest extent lawful, accrue interest at a rate per annum equal to the Default Rate. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to In the nearest cent. If event that any interest date for the payment dateof principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, interest or interest Additional Amounts, if any, on a Note becomes due and payable falls on a day that the Junior Notes is not a Business Day, the required such payment shall may be made on the next succeeding day that is a Business Day as Day, and, other than with respect to any payment of principal or premium, if it were made on the date the payment was dueany (in which case interest shall accrue), and no interest shall accrue or be payable on any such payment as a result of any such delay. If any Junior Note Interest Period comprises two or more Junior Note Interest Accrual Periods, the amount of interest payable in respect of such Junior Note Interest Period will be the sum of the amounts of interest payable in respect of each of those Junior Note Interest Accrual Periods. On the first Junior Note Interest Payment Date, the Issuer shall pay, in addition to accrued interest on the outstanding principal amount so payable of the Junior Notes, an amount per Junior Note in the Relevant Currency equal to the amount of interest that would have accrued on such Junior Note if such Junior Note had been Outstanding for the period from and after including May 1, 2003 to but excluding the interest payment dateIssue Date, redemption date, maturity date or other date, as calculated using the case may beJunior Note Interest Rate applicable to the first Junior Note Interest Period and computed on the basis of a 360-day year of twelve 30-day months. The principal of, premium, if any, and interest and Additional Amounts, if any, on the Junior Notes shall will be initially issued in the form of one or more Global Securities payable, and the depositary for Junior Notes may be exchanged or transferred, at the Notes shall be The Depository Trust Company, New York, office or agency of the Paying Agent in London and New York. The Notes shall not be subject to any sinking fund. The Junior Notes shall be redeemable as provided in registered form without coupons Article 3 (Redemption) and Section 5.01 (Merger, Consolidation or Sale of Assets) hereof, shall be issuable Guaranteed as provided in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form Article 11 (Guarantee of the Notes attached hereto Junior Notes) hereof and secured as Exhibit A is hereby adopted, pursuant to Section 9.01(iprovided in Article 12 (Transaction Security) of the Indenture, as the form of Debt Securities that consist of the Noteshereof.

Appears in 1 contract

Samples: Deposit Agreement (Marconi Corp PLC)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9004.500% Sustainability-Linked Senior Secured Notes due 2033.2029The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of Notes shall be March 1April 15, 2033 for payment of principal of 2029, and the Notes. The Notes shall bear interest at the rate of 5.9004.500% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on October 15, 2021 and semi-annually thereafter in arrears on March 1 April 15 and September 1 October 15 of each year (beginning September 1year, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business (if applicable) on February 15 the April 1 and October 1 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Paying Agent maintained for such purpose as set forth in Section 3.02, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on in accordance with the next Business Day as if it were made on Depository’s applicable procedures. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 10.16. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Ww International, Inc.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indentureunlimited. The Company Initial Securities shall be known and designated as the Issuer of the "7.50% Senior Notes (the “Issuer”) due October 15, 2013" and the Parent Exchange Securities shall be a Guarantor of the Notes. The Guarantor fully known and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and designated as the same shall become "7.50% Senior Exchange Notes due and payableOctober 15, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes2013". The Stated Maturity for of the Notes Securities shall be March 1October 15, 2033 for payment of principal of the Notes. The Notes 2013, and they shall bear interest at the rate of 5.9007.50% per annum (the “Initial Interest Rate”)from October 9, subject to increase as set forth in Section 2.01(b)2003, from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on, April 15, 2004, and semi-annually thereafter on April 15 and October 15, in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to and at said Stated Maturity until the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York (which shall be the Corporate Trust Office of the U.S. Trustee, unless the Company shall designate and maintain some other office or agency for such purpose), or at such other office or agency of the Company as may be maintained for such purpose in lawful money of the United States of America; provided, however, that, at the option of the Company, interest may be paid to Holders by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1012 and 1014. Additional Securities ranking pari passu with the Initial Securities may be created and issued from time to time by the Company without notice to or the consent of the Holders and shall be consolidated with and form a Note becomes due single series with the Securities initially issued and payable falls on a day that is not a Business Dayshall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that, the required payment Company's ability to issue Additional Securities shall be made on subject to the next Business Day as if it were made on Company's compliance with Section 1008. Any Additional Securities shall be issued with the date benefit of an indenture supplemental to this Indenture or pursuant to an Officers' Certificate. Such Officers' Certificate shall state that the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beAdditional Securities are issued pursuant to this Indenture. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be redeemable, other than as provided in Article Eleven. The Securities shall be subject to any sinking funddefeasance at the option of the Company as provided in Article Four. SECTION 302. DENOMINATIONS. The Notes Securities shall be issuable only in registered form without coupons and shall be issuable only in minimum denominations of $2,000 and U.S.$1,000 or any integral multiples of $1,000 in excess multiple thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (Intrawest Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.9006.350% Sustainability-Linked Senior Notes due 20332028.” The aggregate principal amount of Notes that may be authenticated and delivered under this First Second Supplemental Indenture is initially limited to $500,000,000600,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Second Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1August 18, 2033 2028 for payment of principal of the Notes. The Notes shall bear interest at the rate of 5.9006.350% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16August 18, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 February 18 and September 1 August 18 of each year (beginning September 1February 18, 20232024), to the Persons in whose names the Notes are registered at the close of business on February 15 3 or August 153, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Second Supplemental Indenture (Jacobs Solutions Inc.)

Title and Terms. (aThe aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Section 3.03 hereof, as part of the same series as the Notes and pursuant to the terms of the Note Purchase Agreement; provided, further, that the first $120 million of Notes issued under this Indenture shall be issued in such a manner so as to be able to be cancelled pursuant Section 13.01(b) There is hereby created under the Indenture a series of Debt Securities hereof. The Notes shall be known and designated as the “5.9001.00% Sustainability-Linked Senior Exchangeable Notes due 2033.2018The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesIssuers. The Stated Maturity for of the Notes shall be March June 1, 2033 for payment of principal of 2018, and the Notes. The Notes shall bear interest at the rate of 5.9001.00% per annum (from the “Initial Interest Rate”)date of their issuance, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March June 1 and September December 1 of in each year (beginning September 1commencing on the first June 1 or December 1 to occur after the Notes have been issued and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February the May 15 and November 15 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuers maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuers, payment of interest may be rounded made by check mailed or wire transfer to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the required payment Issuers’ office or agency shall be made on the next Business Day as if it were made on office of the date the payment was due, and no interest shall accrue on the amount so payable trustee maintained for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may besuch purpose. The Notes shall be initially issued subject to repurchase as provided in the form Article Eleven and exchangeable as provided in Article Thirteen. The due and punctual payment of one or more Global Securities principal of, premium, if any, and the depositary for interest on the Notes shall be The Depository Trust Companypayable by the Issuers are irrevocably and unconditionally guaranteed, New Yorkto the extent set forth herein, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Clearwire Corp /DE)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9005.750% Sustainability-Linked Senior Notes due 2033.Due 2031The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the principal of Notes shall be March 1September 15, 2033 for payment of principal of 2031, and the Notes. The Notes shall bear interest at the rate of 5.9005.750% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable commencing on March 15, 2022 and semi-annually thereafter in arrears on March 1 15 and September 1 15 of each year (beginning September 1year, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business (if applicable) on February 15 the March 1 and September 1 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Paying Agent maintained for such purpose as set forth in Section 3.02, or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to the Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more Global Notes registered in the required payment shall name of or held by the Depository or its nominee will be made on in accordance with the next Business Day as if it were made on Depository’s applicable procedures. Holders shall have the date right to require the payment was dueIssuer to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 10.16. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (PennyMac Financial Services, Inc.)

Title and Terms. (a) There The aggregate principal amount of the Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections ‎2.02, 3.13 and ‎10.07 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9004.625% Sustainability-Linked Senior Notes due 2033.2029The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March May 1, 2033 for payment of principal of 2029, whether or not a Business Day, and the Notes. The Notes shall bear interest at the rate of 5.9004.625% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on November 1, 2021 whether or not a Business Day, and semi-annually thereafter on May 1, whether or not a Business Day, and November 1, whether or not a Business Day, in arrears on March 1 and September 1 of each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 or August April 15, as the case may bewhether or not a Business Day, next and October 15, whether or not a Business Day, immediately preceding such interest payment dateInterest Payment Date (each, until principal thereof is paid or made available for paymenta “Regular Record Date”). Interest on the Notes shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation Each interest period will be rounded to end on (but not include) the nearest cent. If any relevant interest payment date, any redemption date, the maturity date or any other date on which the . The principal of (and premium, if any) and interest on the Notes shall be payable at the offices or agencies of the Issuer set forth in ‎Section 3.02, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or interest on a Note becomes more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the Depository. If the due and payable falls on a day that date for any payment in respect of any Notes is not a Business DayDay at the place at which such payment is due to be paid, the required Holder thereof will not be entitled to payment shall be made on of the amount due until the next succeeding Business Day as if it were made on the date the payment was dueat such place, and no will not be entitled to any further interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other datepayment as a result of any such delay. Holders shall have the right to require the Issuer to purchase their Notes, as in whole or in part, in the case may beevent of a Change of Control pursuant to ‎Section 10.12. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in ‎Section 10.13. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof‎Article 11. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (GMS Inc.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture for original issue is initially limited to $500,000,000, 150,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed $150,000,000 except for as provided in Section 3.7 hereof. The Securities shall be known and designated as the "8 7/8% Senior Subordinated Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 due 2008," of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) January 15, 2008, and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.9008 7/8% per annum (the “Initial Interest Rate”)from January 21, subject to increase as set forth in Section 2.01(b)1998, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on January 15 and July 15 in arrears on March 1 and September 1 of each year (beginning September 1year, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August commencing July 15, as the case may be1998, next preceding such interest payment dateand at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or on) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made payable at the office or agency of the Company maintained for such purpose in The City of New York; provided, however, that, at the option of the Company, interest may be paid on Physical Securities on or before the due date (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the next Business Day as if it were made on Security Register, or (ii) with respect to any Holder owning Securities in the date principal amount of $500,000 or more, by wire transfer to an account maintained by the payment was due, and no interest shall accrue on Holder located in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other dateUnited States, as specified in a written notice to the case may beTrustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Notes Securities shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New YorkArticle XI hereof. The Notes Securities shall not be subject to any sinking funddefeasance at the option of the Company as provided in Article XII hereof. The Notes Securities shall be guaranteed by the Subsidiary Guarantors as provided in registered form without coupons and Article XIII hereof. The Securities shall be issuable subordinated in minimum denominations right of $2,000 and integral multiples of $1,000 in excess thereof. The form payment to Senior Indebtedness of the Notes attached hereto Company as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesprovided in Article XIV hereof.

Appears in 1 contract

Samples: Supplemental Indenture (KCS Energy Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Initial Notes. The Notes shall be known and designated as the “5.9008.875% Sustainability-Linked Senior Notes due 2033.2024The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCo-Issuers. The Stated Maturity for of the Notes shall be March 1November 15, 2033 for payment of principal of 2024, and the Notes. The Notes shall bear interest at the rate of 5.9008.875% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually on May 15 and November 15 in arrears on March 1 and September 1 of each year (beginning September 1May 15, 2023)2017, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next May 1 and November 1 immediately preceding such Interest Payment Date (each, a “Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuer maintained for such purpose in The City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore permanent Global Notes registered in the name of or held by Depositary or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the required payment Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall be made on have the next Business Day as if it were made on right to require the date Co-Issuers to purchase their Notes, in whole or in part, in the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (Telesat Holdings Inc.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, 200,000,000 except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 2.5, 2.082.7, 2.09 2.9, 8.6, 9.15, 9.16 or 9.04 10.8 hereof. The Series A Securities shall be known and designated as the "8 1/4% Series A Senior Subordinated Notes due 2011" of the Indenture. The Company Company, and the Series B Securities shall be known and designated as the Issuer "8 1/4% Series B Senior Subordinated Notes due 2011" of the Notes (the “Issuer”) and the Parent Company. Their Stated Maturity shall be a Guarantor of the Notes. The Guarantor fully April 15, 2011, and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.9008 1/4% per annum (the “Initial Interest Rate”)from April 10, subject to increase as set forth in Section 2.01(b)2001, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on April 15 and October 15 in arrears on March 1 and September 1 of each year (beginning September 1year, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August commencing October 15, as the case may be2001, next preceding such interest payment dateand at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on The Series A Securities and the Notes Series B Securities shall be calculated on the basis considered collectively to be single class for all purposes of a 360-day year comprised of twelve 30-day monthsthis Indenture, including waivers, amendments, redemptions and offers to purchase. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or on) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made payable at the office or agency of the Company maintained for such purpose in the City of New York; provided, however, interest may be paid, at the option of the Company, by check mailed to the Persons entitled thereto at their respective addresses as shown on the next Business Day as if it were Security Register or, upon application to the Trustee by any Holder of an aggregate principal amount of Securities in excess of $1,000,000 not later than the applicable Regular Record Date, by transfer to an account (such transfer to be made on the date the payment was due, and no interest shall accrue on the only to a Holder of an aggregate principal amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued of Securities in excess of $1,000,000) maintained by such Holder with a bank in the form City of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. No transfer will be made to any such account unless the Trustee has received written wire instructions not less than 15 days prior to the relevant payment date. The Notes Securities shall be redeemable as provided in Article X hereof. The Securities shall be subject to defeasance at the option of the Company as provided in Article XI hereof. Initially, the Securities shall not be subject to guaranteed by any sinking fundSubsidiary of the Company. In the circumstances set forth in Section 9.12(a) hereof, however, the Securities shall be guaranteed in the future by the Subsidiary Guarantors as provided in Article XII hereof. The Notes Securities shall be subordinated in registered form without coupons and shall be issuable right of payment to Senior Indebtedness as provided in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle XIII hereof.

Appears in 1 contract

Samples: Pogo Producing Co

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000100,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 307, 308, 906, 1015, 1016 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees1108, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, an Exchange Offer or pursuant to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the IndentureSection 312. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Initial Notes shall be March 1, 2033 for payment of principal known and designated as the "9 5/8% Senior Subordinated Notes Due 2008" and the Exchange Notes shall be known and designated as the "9 5/8% Series B Senior Subordinated Notes Due 2008" of the NotesCompany. The Notes Their Stated Maturity shall be June 15, 2008, and they shall bear interest at the rate of 5.9009 5/8% per annum (the “Initial Interest Rate”)from June 12, subject to increase as set forth in Section 2.01(b)1998, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on June 15 and December 15 in arrears on March 1 and September 1 of each year (beginning September 1year, 2023)commencing December 15, 1998, until the principal thereof is paid or duly provided for, to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 the June 1 or August 15, as the case may be, December 1 next preceding such Interest Payment Date. The principal of (and premium, if any), and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purposes (which initially shall be the office of the Trustee located at 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10006) or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the basis Register; provided that all payments with respect to the U.S. Global Note and the U.S. Physical Notes the Holders of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation which have given wire transfer instructions to the Company will be rounded required to be made by wire transfer of immediately available funds to the nearest centaccounts specified by the Holders thereof. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day Notes that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and remain outstanding after the interest payment date, redemption date, maturity date or other date, consummation of the Exchange Offer and Exchange Notes issued in connection with the Exchange Offer will be treated as the case may bea single class of securities under this Indenture. The Notes shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle Eleven.

Appears in 1 contract

Samples: Indenture (Insight Health Services Corp)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Initial Notes. The Notes shall be known and designated as the “5.90012.5% Sustainability-Linked Senior Subordinated Notes due 2033.Due 2017The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCo-Issuers. The Stated Maturity for of the Notes shall be March November 1, 2033 for payment of principal of 2017, and the Notes. The Notes shall bear interest at the rate of 5.90012.5% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March May 1 and September November 1 of in each year (beginning September November 1, 2023)2008, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February April 15 or August 15, as the case may be, next and October 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any), interest payment dateand Special Interest, until principal thereof is paid or made available for payment. Interest if any, on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuer maintained for such purpose in The City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest and Special Interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore permanent Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the required payment Issuer’s office or agency in New York shall be made on the next Business Day as if it were made on office of the date Trustee maintained for such purpose. Holders shall have the payment was dueright to require the Co-Issuers to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Infosat Communications LP)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is will initially limited to $500,000,000, except for be U.S.$300,000,000. The Securities shall be known and designated as the "7.875% Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 due 2014" of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1January 23, 2033 for payment of principal of the Notes2014. The Notes Securities shall bear interest at the rate of 5.9007.875% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16January 23, 2023 2004 or from the most recent interest payment date Interest Payment Date thereafter to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable semiannually in arrears on January 23 and July 23, commencing July 23, 2004, until the principal thereof is paid or made available for payment. Interest on In the Notes shall be calculated on the basis case of a 360-day year comprised default in payment of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on a Note becomes due unpaid interest shall also be payable on demand. The principal of and premium, if any, and interest on the Securities shall be payable falls on a day that is not a Business Dayat the Corporate Trust Office, the required office of the Paying Agents and at any other office or agency maintained by the Company for such purpose; 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. The Securities shall be made on the next Business Day redeemable or repurchasable as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beprovided in Article 11. The Notes Securities shall be initially issued in not have the form benefit of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New Yorkany sinking fund obligations. The Notes Securities shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form defeasance at the option of the Notes attached hereto Company as Exhibit A is hereby adoptedprovided in Article 12. Unless the context otherwise requires, pursuant to Section 9.01(i) of the Securities shall constitute one series for all purposes under this Indenture, as the form of Debt Securities that consist of the Notesincluding, without limitation, amendments, waivers or redemptions.

Appears in 1 contract

Samples: Votorantim Pulp & Paper Inc

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The An unlimited aggregate principal amount of Notes that Securities may be authenticated and delivered under this First Supplemental Indenture (of which U.S.$750,000,000 is initially limited to $500,000,000being issued, except for Notes authenticated and delivered the date hereof), including Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07303, 2.08304, 2.09 305, 306, 516, 908, 1108 or 9.04 1111. The Initial Securities shall be known and designated as the "6.375% Senior (Secured) Notes due 2014" and the Exchange Securities shall be known and designated as the "6.375% Exchange Senior (Secured) Notes due 2014", in each case, of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes Securities shall be March 1, 2033 for payment of principal of the Notes. The Notes 2014 and they shall bear interest at the rate of 5.9006.375% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 1620, 2023 2004, or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on September 1, 2004, and semi-annually in arrears thereafter on March 1 and September 1 of in each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered and at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datesaid Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on a Note becomes due and payable falls on a day that is not a Business DaySecurities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be made on payable only upon surrender of the next Business Day Security to the Paying Agent. The Securities shall be redeemable as if it were made provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the payment was due, and no interest shall accrue on Company without notice to or consent of the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons Holders and shall be issuable in minimum denominations of $2,000 consolidated with and integral multiples of $1,000 in excess thereof. The form of a single series with the Notes attached hereto Securities initially issued and shall have the same terms as Exhibit A is hereby adoptedto status, pursuant to Section 9.01(i) of the Indenture, redemption or otherwise as the form Securities originally issued. Any Additional Securities shall be issued with the benefit of Debt Securities that consist of the Notesan indenture supplemental to this Indenture.

Appears in 1 contract

Samples: Indenture (Rogers Wireless Inc)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes Debentures that may be authenticated and delivered under this First Supplemental Indenture is initially limited to the sum of $500,000,000[-], except for Notes Debentures authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes Debentures pursuant to Sections 2.07Section 3.4, 2.083.5, 2.09 3.6 or 9.04 9.6. The Debentures shall be known and designated as the "[-]% Junior Subordinated Debentures Due December [-], 2043" of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes Debentures shall be December [-], 2043, and they shall bear interest at the rate of 5.900% [-]% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16December [-], 2023 2003 or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding payable quarterly (subject to deferral as set forth in Section 3.12), in arrears, on March 31, June 30, September 30 and December 31 (each such interest payment date, unless payment of interest on such date has been deferred as provided in Section 3.12, an "Interest Payment Date") of each year, commencing March 31, 2004, until the principal thereof is paid or made available for payment, and each installment of interest on a Debenture shall be paid (subject to Section 3.7) to the Person in whose name such Debenture (or one or more Predecessor Debentures) is registered at the close of business on the regular record date (the "Regular Record Date") for such installment of interest, which in respect of any Debentures of which the Property Trustee is the Holder of a Global Debenture shall, except as provided in the following sentence, be the close of business on the Business Day next preceding the Interest Payment Date for that installment of interest. Notwithstanding the foregoing sentence, if the Trust Preferred Securities are no longer in book-entry-only form or, except if the Debentures are held by the Property Trustee, the Debentures are not represented by a Global Debenture, the Regular Record Date for such installment of interest shall be the close of business on the 15th day next preceding the Interest Payment Date for such installment of interest (or if such day is not a Business Day, on the day next preceding that 15th day that is a Business Day). Interest will compound quarterly and will accrue at the rate of [-]% per annum on the Notes shall any interest installment in arrears or during a deferral of interest payments as set forth in Section 3.12 hereof. The amount of interest payable for any period will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be rounded to computed on the nearest centbasis of the actual number of days elapsed per 30-day month. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that Interest Payment Date is not a Business Day, then payment of the required interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the next immediately preceding Business Day Day, in each case with the same force and effect as if it were made on the date Interest Payment Date. If at any time while the payment was dueProperty Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Trust by the United States or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be at least the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and premium, if any, and no interest shall accrue on the amount so Debentures shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the period from Company for such purpose 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 after private debts; provided, however, that at the option of the Company payment of any installment of interest payment date, redemption date, maturity date may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or other date, (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing at least 15 days before the case may beInterest Payment Date for that installment of interest by the Person entitled thereto. The Notes Debentures shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes Article XI hereof. The Debentures shall be The Depository Trust Company, New York, New York. The Notes shall not be subject subordinated in right of payment to any sinking fund. The Notes shall be Senior Debt as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle XII hereof.

Appears in 1 contract

Samples: Westcoast Hospitality Capital Trust

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Initial Notes. The Notes shall be known and designated as the “5.9004.875% Sustainability-Linked Senior Secured Notes due 2033.2027The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCo-Issuers. The Stated Maturity for of the Notes shall be March June 1, 2033 for payment of principal of 2027, and the Notes. The Notes shall bear interest at the rate of 5.9004.875% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March June 1 and September December 1 of in each year (beginning September year, commencing on June 1, 2023)2020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February May 15 or August 15, as the case may be, next and November 15 immediately preceding such interest payment dateInterest Payment Date (each, until principal thereof is paid or made available for paymenta “Record Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. The principal of (and premium, if any) and interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuer maintained for such purpose within the City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore permanent Global Notes registered in the name of or held by DTC or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the required payment Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall be made on have the next Business Day as if it were made on right to require the date Co-Issuers to purchase their Notes, in whole or in part, in the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (Telesat Canada)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000750,000,000, except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section304, 2.08305, 2.09 306, 906, 1010, 1018 or 9.04 1108. The Initial Securities shall be known and designated as the "7.50% Senior Notes Due 2008" and the Exchange Securities shall be known as the "7.50% SeriesB Senior Notes". The final Stated Maturity of the Indenture. The Company Securities shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March November 1, 2033 for payment of principal of 2008. Interest on the Notes. The Notes shall bear interest Securities will accrue at the a rate of 5.9007.50% per annum (the “Initial Interest Rate”)accruing from November 4, subject to increase as set forth in Section 2.01(b), 1998 or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which cash interest has been paid or duly provided for, and will be payable semi-annually semiannually in arrears on March May 1 and September November 1 of each year (beginning September year, commencing May 1, 2023)1999, to the Persons in whose names Holders of record on the Notes are registered at the close of business on February 15 or August 15, as the case may be, next immediately preceding such interest payment date, until principal thereof is paid or made available for paymentRegular Record Date. Interest on the Notes shall will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment datePrincipal of, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall Securities will be made on the next Business Day as if it were made on the date the payment was duepayable, and no interest shall accrue on the amount so payable for Securities may be exchanged or transferred, at the period from and after office or agency of the interest payment date, redemption date, maturity date or other date, as the case may be. Company in The Notes shall be initially issued in the form City of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New Yorkwhich, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Notes shall not be interest rate on the Securities is subject to any sinking fundincrease by the addition of Liquidated Interest and otherwise, all as set forth or referred to in the text of the Securities appearing in ExhibitA hereto. The Notes Securities shall be redeemable as provided in registered form without coupons ArticleEleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and shall covenants and certain Events of Default thereunder may be issuable defeased as provided in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Twelve. The form Securities will be senior unsecured obligations of the Notes attached hereto as Exhibit A is hereby adoptedCompany, pursuant to Section 9.01(i) ranking pari passu in right of payment with all existing and future senior unsecured Debt of the IndentureNYDOCS01/566567 3 Company, as the form and will be senior in right of payment to all existing and future Subordinated Debt Securities that consist of the NotesCompany.

Appears in 1 contract

Samples: Indenture (Qwest Communications International Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Initial Notes. The Notes shall be known and designated as the “5.9006.0% Sustainability-Linked Senior Notes due 2033.Due 2017The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCo-Issuers. The Stated Maturity for of the Notes shall be March 1May 15, 2033 for payment of principal of 2017, and the Notes. The Notes shall bear interest at the rate of 5.9006.0% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually on May 15 and November 15 in arrears on March 1 and September 1 of each year (beginning September 1November 15, 2023)2012, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next May 1 and November 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuer maintained for such purpose in The City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore permanent Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the required payment Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall be made on have the next Business Day as if it were made on right to require the date Co-Issuers to purchase their Notes, in whole or in part, in the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (Telesat Canada)

Title and Terms. (a) There is hereby created under the Indenture a The Notes shall be issued in one series of Debt Securities and shall be known and designated as the “5.900"5% Sustainability-Linked Senior Notes due 2033.” 2007" of the Company. The aggregate principal amount of the Notes that may initially be authenticated and delivered under this First Fifth Supplemental Indenture is initially limited to $500,000,000400,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 304, 2.08305, 2.09 306 or 9.04 906 of the Existing Indenture or Article Two of this Fifth Supplemental Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity Stated Maturity, CUSIP number and other terms (except for the date of issuance andas to status, in some cases, the price to the public and the initial interest payment date) redemption or otherwise as the Notes. Any , in which event such additional notes, together with notes and the Notes, will Notes shall constitute a single one series of Debt Securities for all purposes under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes, including without limitation, amendments, waivers and redemptions. The Stated Maturity for of the Notes shall be March July 1, 2033 for payment of principal of the Notes. The Notes 2007, and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this Fifth Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis option of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beHolder thereof. The Notes shall be initially redeemable at the election of the Company, as a whole or from time to time in part at the times and at the prices specified in the form of Note set forth in Section 2.3 of this Fifth Supplemental Indenture. The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Securities and Notes, as provided in this Fifth Supplemental Indenture, registered in the depositary for the Notes shall be name of The Depository Trust Company, New Yorkas Depositary, New Yorkor its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Global Notes shall bear the legends provided for in the form of Note contained in Section 2.2 of this Fifth Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall not be subject have the benefit of the covenants set forth in Article Three of this Fifth Supplemental Indenture, in addition to any sinking fundthe covenants set forth in Article Ten of the Existing Indenture. The Notes shall be issuable only in registered form without coupons and shall be issuable only in minimum denominations of $2,000 1,000 and integral multiples of $1,000 in excess thereof. The form Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Existing Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (Tenet Healthcare Corp)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of the Indenture a same series of Debt Securities as the Notes. The Notes shall be known and designated as the “5.9008.25% Sustainability-Linked Senior Exchangeable Notes due 2033.2040The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesIssuers. The Stated Maturity for of the Notes shall be March December 1, 2033 for payment of principal of 2040, and the Notes. The Notes shall bear interest at the rate of 5.9008.25% per annum (the “Initial Interest Rate”)from December 8, subject to increase as set forth in Section 2.01(b)2010, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on June 1, 2011 and semi-annually in arrears thereafter on March June 1 and September December 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February the May 15 and November 15 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuers maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuers, payment of interest may be rounded made by check mailed or wire transfer to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the required payment Issuers’ office or agency shall be made on the next Business Day as if it were made on office of the date the payment was due, and no interest shall accrue on the amount so payable trustee maintained for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may besuch purpose. The Notes shall be initially issued redeemable and subject to repurchase as provided in the form Article Eleven and exchangeable as provided in Article Thirteen. The due and punctual payment of one or more Global Securities principal of, premium, if any, and the depositary for interest on the Notes shall be The Depository Trust Companypayable by the Issuers are irrevocably and unconditionally guaranteed, New Yorkto the extent set forth herein, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Clearwire Corp /DE)

Title and Terms. (a) There The aggregate principal amount of Second-Priority Notes which may be authenticated and issued under this Second-Priority Indenture is hereby created not limited; provided, however, that any Additional Second-Priority Notes issued under this Second-Priority Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Second-Priority Notes. The Second-Priority Notes shall be known and designated as the “5.90012% SustainabilitySecond-Linked Senior Priority Secured Notes due 2033.2017The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesIssuers. The Stated Maturity for of the Second-Priority Notes shall be March December 1, 2033 for payment of principal of 2017, and the Notes. The Second-Priority Notes shall bear interest at the rate of 5.90012% per annum (the “Initial Interest Rate”)from December 9, subject to increase as set forth in Section 2.01(b)2010, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on June 1, 2010 and semi-annually in arrears thereafter on March June 1 and September December 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Second-Priority Note (or any predecessor Second-Priority Note) is registered at the close of business on February the May 15 and November 15 (whether or August 15, as the case may be, next not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Second-Priority Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuers maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Issuers, payment of interest may be rounded made by check mailed or wire transfer to the nearest cent. If any interest payment dateHolders of the Second-Priority Notes at their respective addresses set forth in the Second-Priority Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Dayinterest, the required payment shall be made on the next Business Day as if it were made on the date the payment was dueany, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The with respect to Second-Priority Notes shall be initially issued in the form of represented by one or more Global Securities and Notes registered in the depositary name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the Second Lien Trustee maintained for such purpose. Holders shall have the right to require the Issuers to purchase their Second-Priority Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017. The Second-Priority Notes shall be The Depository Trust Company, New York, New Yorksubject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall not be subject to any sinking fund. The Second-Priority Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Second-Priority Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesSubsidiary Guarantors.

Appears in 1 contract

Samples: Subsidiary Guarantors (Clearwire Corp /DE)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000145,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes 43 pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 307, 308, 906, 1015, 1016 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees1108, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, an Exchange Offer or pursuant to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the IndentureSection 312. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Initial Notes shall be March 1, 2033 for payment of principal known and designated as the "9 3/4% Senior Subordinated Notes Due 2008" and the Exchange Notes shall be known and designated as the "9 3/4% Series B Senior Subordinated Notes Due 2008" of the NotesCompany. The Notes Their Stated Maturity shall be April 15, 2008, and they shall bear interest at the rate of 5.9009.75% per annum (the “Initial Interest Rate”)from April 23, subject to increase as set forth in Section 2.01(b)1998, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on April 15 and October 15 in arrears on March 1 and September 1 of each year (beginning September 1year, 2023)commencing October 15, 1998, until the principal thereof is paid or duly provided for, to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 the April 1 or August 15, as the case may be, October 1 next preceding such Interest Payment Date. The principal of (and premium, if any), and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purposes (which initially shall be the office of the Trustee located in the care of the Depositary Trust Company, at 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00041) or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the basis Register; provided that all payments with respect to the Global Notes and the Physical Notes the Holders of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation which have given wire transfer instructions to the Company will be rounded required to be made by wire transfer of immediately available funds to the nearest centaccounts specified by the Holders thereof. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day Notes that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and remain outstanding after the interest payment date, redemption date, maturity date or other date, consummation of the Exchange Offer and Exchange Notes issued in connection with the Exchange Offer will be treated as the case may bea single class of securities under this Indenture. The Notes shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle Eleven.

Appears in 1 contract

Samples: Satisfaction And (Afa Products Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Notes. The Notes shall be known and designated as the “5.9009.750% Sustainability-Linked Senior Notes due 2033.2018The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March August 1, 2033 for payment of principal of 2018, and the Notes. The Notes shall bear interest at the rate of 5.9009.750% per annum (the “Initial Interest Rate”)from July 30, subject to increase as set forth in Section 2.01(b)2010, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on February 1, 2011 and semi-annually in arrears thereafter on March February 1 and September August 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February the January 15 or August 15, as the case may be, next and July 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose in The City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the required payment Company’s office or agency in New York shall be made on the next Business Day as if it were made on office of the date trustee maintained for such purpose. Holders shall have the payment was dueright to require the Company to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change in Control pursuant to Section 1016. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an offer to purchase as provided in Section 1017. The Notes shall be redeemable as provided in registered form without coupons Article Eleven. If the Notes are guaranteed, the due and shall be issuable in minimum denominations punctual payment of $2,000 principal of, premium, if any, and integral multiples of $1,000 in excess thereof. The form interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Aircastle LTD

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any additional Notes issued under this Indenture are issued in accordance with Section 3.03 hereof, as part of the Indenture same series as the Initial Notes, form a series of Debt Securities single class with the Initial Notes and shall have the same terms as to status, redemption, conversion or otherwise as the Initial Notes. The Notes shall be known and designated as the “5.9007.00% Sustainability-Linked Senior Subordinated Convertible Notes due 2033.2031The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March December 31, 2031. Interest on the Notes will be payable semi-annually on June 30 and December 31 of each year starting on December 31, 2021 to Holders of record at the close of business on the preceding June 1 and December 1, 2033 for payment of principal of respectively. Interest shall accrue on the Notes. The Notes shall bear interest at the a rate of 5.9007.0% per annum (annum. Interest will accrue on the “Initial Interest Rate”)Notes from and including the Issuance Date or from, subject to increase as set forth and including, the last date in Section 2.01(b), from February 16, 2023 or the most recent interest payment date to respect of which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, to, but excluding, the next preceding such interest payment dateInterest Payment Date or the Maturity Date, until principal thereof is paid or made available for paymentas the case may be. Interest on the Notes shall will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. All dollar amounts resulting from this calculation will be rounded Interest on any overdue principal, interest (to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of extent lawful) or premium, if any, or shall be payable on demand in the form as provided in Article Fourteen hereof. The principal of (and premium, if any) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Notes shall be made payable at the office or agency of the Company maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the next Business Day as Note Register; provided that all payments of principal, premium, if it were made on the date the payment was dueany, and no interest shall accrue on with respect to Notes represented by one or more permanent Global Notes registered in the amount so payable for name of or held by the period from and after Depository or its nominee will be made by wire transfer of immediately available funds to the interest payment date, redemption date, maturity date or other date, as accounts specified by the case may beHolders thereof. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject convertible into Common Stock pursuant to any sinking fundArticle Fourteen. The Notes shall be redeemable as provided in registered form without coupons Article Eleven and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notes.

Appears in 1 contract

Samples: Indenture (Wheeler Real Estate Investment Trust, Inc.)

Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture shall rank pari passu with the Initial Notes, shall be issued in accordance with Sections 202 and 312 hereof, shall form a single series with the Initial Notes and (aexcept as set forth in Section 312) There is hereby created under shall have the Indenture a series of Debt Securities same terms as to status, redemption or otherwise as the Initial Notes. The Notes shall be known and designated as the “5.9005.875% Sustainability-Linked Senior Notes due 2033.2027The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesIssuers. The Stated Maturity for of the Notes shall be March April 1, 2033 for payment of principal of 2027, and the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)below from March 31, 2022, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on October 1, 2022 and semi-annually in arrears thereafter on March April 1 and September October 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February the March 15 or August 15, as the case may be, next and September 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The initial annual interest payment daterate of 5.875% per annum is subject to adjustment from time to time based on changes to the ratings of the Notes by one or more “nationally recognized statistical rating organizations” within the meaning of Section 3(a)(62) of the Exchange Act (each, until principal thereof is paid or made available for paymentan “NRSRO”). Interest The annual interest rate on the Notes shall be calculated will increase by 0.25% beginning on the basis first day of any Six-Month Interest Period (as defined below) if as of such day the Notes have a 360Triple-day year comprised B Rating (as defined below), and likewise it will increase by 0.50% in excess of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made initial rate beginning on the next Business Day first day of any Six-Month Interest Period if as if it were made of such day the Notes have either a Non-IG Rating (as defined below) or no rating from any NRSRO. In the event that the annual interest rate on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may be. The Notes shall be initially issued in the form of increases due to one or more Global Securities downgrades, the rate will revert to the initial interest rate beginning on the first day of any Six-Month Interest Period if as of such day the Notes have a Single-A Rating (as defined below), and it will revert to 0.25% over the initial interest rate beginning on the first day of any Six-Month Interest Period if as of such day the Notes have been upgraded from a Non-IG Rating to a Triple-B Rating. The Issuers will notify the Trustee and the depositary for Holders in writing of any change in the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form ratings of the Notes attached hereto as Exhibit A is hereby adoptedrequiring a change in the interest rate on the Notes and the effective dates thereof, pursuant to Section 9.01(i) of and in no event will the Indenture, as Trustee be responsible for monitoring the form of Debt Securities that consist ratings of the Notes., determining whether any interest rate on the Notes is subject to change or notifying Holders of any of the foregoing.. Further, in no circumstances will the annual interest rate exceed the initial rate by more than 0.50% due to changes in ratings of the Notes, and in no event will it ever be less than the initial rate. For purposes of this Indenture, the following terms are defined thus:

Appears in 1 contract

Samples: Indenture (Ellington Financial Inc.)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000100,000,000 (including $115,000,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 906, 1108, 1302 or 9.04 1405. The Securities shall be known and designated as the "6% Convertible Subordinated Notes due 2004" of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March December 1, 2033 for payment of principal of the Notes. The Notes 2004 and they shall bear interest at the rate of 5.9006% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16, 2023 the date of original issuance of Securities pursuant to this Indenture or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable semi-annually on June 1 and December 1 commencing June 1, 1998, until the principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or premiumand premium and liquidated damages, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest to Holders of record other than the Depositary may be made on by check mailed to the next Business Day address of the Person entitled thereto as if it were made on such address shall appear in the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beSecurity Register. The Notes Securities shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundthe transfer restrictions set forth in Section 305. The Notes Securities shall be redeemable as provided in registered form without coupons and Article Eleven. The Securities shall be issuable subordinated in minimum denominations right of $2,000 and integral multiples of $1,000 payment to Senior Indebtedness as provided in excess thereofArticle Twelve. The form Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Notes attached hereto Holder as Exhibit A is hereby adoptedprovided in Article Fourteen. Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, pursuant check, advance of payment or redemption notice, and any such document may contain a statement to Section 9.01(i) the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Indenture, as Company nor the form of Debt Securities that consist of the NotesTrustee shall be liable for any inaccuracy in such numbers.

Appears in 1 contract

Samples: Res Care Inc /Ky/

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02 and 3.13 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9003.875% Sustainability-Linked Senior Notes due 2033.Due 2028The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March September 1, 2033 for payment of principal of 2028, and the Notes. The Notes shall bear interest at the rate of 5.9003.875% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1, 2021 and semiannually thereafter on March 1 and September 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 or and August 15, as the case may be, next 15 immediately preceding such interest payment dateInterest Payment Date, until whether or not a Business Day (each, a “Regular Record Date”). The principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment dateof, any redemption date, the maturity date or any other date on which the principal of or and premium, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Dayon, the required payment Notes shall be payable at the offices or agencies of the Issuer set forth in Section 3.02, or, at the option of the Issuer, payment of interest may be made on by check mailed to the next Business Day as Holders of the Notes at their respective addresses set forth in the Note Register; provided, however, that all payments of principal, premium, if it were made on the date the payment was dueany, and no interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depositary will be made by wire transfer of immediately available funds to the Depositary. Holders shall accrue on have the amount so payable for right to require the period from and after Issuer to purchase their Notes, in whole or in part, in the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control Repurchase Event pursuant to Section 10.13. The Notes shall be initially issued redeemable as provided in the form Article Eleven. The due and punctual payment of one or more Global Securities principal of, and the depositary for premium, if any, and interest on, the Notes shall be The Depository Trust Companypayable by the Issuer is fully and unconditionally Guaranteed, New Yorkto the extent set forth herein, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (On Semiconductor Corp)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,00040,000,000, except for Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 906, or 9.04 of the Indenture1108. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1known and designated as the "__% Subordinated Notes due ___________, 2033 for payment of principal 2007" of the NotesCompany. The Notes Their Stated Maturity shall be ____________, 2007, and they shall bear interest at the rate of 5.900____% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16, 2023 the date of issuance or from the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable quarterly on the fifteenth days of January, April, July and October commencing October 15, 1997, until the principal thereof is paid or made available for payment. Interest The principal of and interest on the Notes shall be calculated on payable (i) in the basis case of all Notes represented by one or more Global Notes registered in the name of a 360-day year comprised Depositary or its nominee, to such Depositary or such nominee and (ii) in the case of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded any Notes issued in definitive registered form, to the nearest cent. If any interest payment datepersons in whose names the Notes are registered at the office or agency of the Company in Los Angeles, any redemption date, the maturity date or California maintained for such purpose and at any other date on which office or agency maintained by the principal Company for such purpose; provided, however, that, -------- ------- except with respect to a Global Note, at the option of or premium, if any, or the Company payment of interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall may be made on by check mailed to the next Business Day address of the Person entitled thereto as if it were made on such address shall appear in the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beNote Register. The Notes shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundArticle Eleven. The Notes shall be subordinated in registered form without coupons right of payment to Senior Indebtedness as provided in Article Twelve, and shall be issuable rank pari passu in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of all ---- ----- respects with the Notes attached hereto as Exhibit A is hereby adoptedCompany's 10.52% Subordinated Debentures due 2000, issued pursuant to Section 9.01(i) a Debenture Purchase Agreement dated as of the IndentureAugust 31, as the form of Debt Securities that consist of the Notes1990.

Appears in 1 contract

Samples: GBC Bancorp

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Section 3.03 hereof, form a series of Debt Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “5.9006.00% Sustainability-Linked Senior Notes due 2033.Due 2025The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the IndentureCompany. The Company shall be the Issuer stated maturity of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March December 1, 2033 for payment of principal of 2025 (the Notes. The “Stated Maturity”), and the Notes shall bear interest at the rate of 5.900% per annum (provided in the “Initial Interest Rate”)Notes from November 13, subject to increase as set forth in Section 2.01(b)2018, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 until the principal thereof is paid or duly provided for and September 1 of each year (beginning September 1, 2023), to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February the May 15 or August 15, as the case may be, next and November 15 immediately preceding such Interest Payment Date (each, whether or not a Business Day, a “Regular Record Date”). The principal of (and premium, if any), interest payment dateand Additional Interest, until principal thereof is paid or made available for payment. Interest if any, on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent global Notes registered in the required payment name of or held by the Depositary or its nominee shall be made on by wire transfer of immediately available funds to the next Business Day as if it were made on accounts specified by the date Holder or Holders thereof. Holders shall have the payment was dueright to require the Company to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 11.09. The Notes shall be initially issued redeemable as provided in the form Article Eleven of one or more Global Securities this Indenture and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist Paragraph 5 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by the Guarantor.

Appears in 1 contract

Samples: Anixter International Inc

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,00080,000,000 (including $10,000,000 aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated May 15, 1997, among the Company, Xxxxx Xxxxxx, Inc., Xxxxxx, Read & Co. Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and Xxxxxxx, Sachs & Co., except for Notes Securities authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 2.07Section 304, 2.08305, 2.09 306, 906, 1108, 1302 or 9.04 1405. The Securities shall be known and designated as the "7% Convertible Subordinated Notes Due 2004" of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March June 1, 2033 for payment of principal of the Notes. The Notes 2004 and they shall bear interest at the rate of 5.9007% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)annum, from February 16, 2023 and including the date of the initial issuance of Securities under this Indenture or from and including the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment datepayable semi-annually on June 1 and December 1 commencing December 1, 1997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date Payment Date on which the payment is to be made. The principal of or and premium, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made on payable at the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date office or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form agency of the Notes attached hereto as Exhibit A is hereby adopted, Company maintained for such purpose pursuant to Section 9.01(i) 1002; provided, however, that at the option of the Indenture, as Company payment of interest may be made by check mailed to the form of Debt Securities that consist address of the NotesPerson entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article 11. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 12. The Securities shall be convertible as provided in Article 13.

Appears in 1 contract

Samples: Exhibit 4 (Converse Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, 312 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Initial Notes. The Notes shall be known and designated as the “5.9007.750% Sustainability-Linked Senior Notes due 2033.Due 2021The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March May 1, 2033 for payment of principal of 2021, and the Notes. The Notes shall bear interest at the rate of 5.9007.750% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-on November 1, 2013 and semi annually in arrears thereafter on March May 1 and September November 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February April 15 or August 15, as the case may be, next and October 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose or, at the option of twelve 30-day months. All dollar amounts resulting from this calculation will the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore permanent Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the required payment Company’s office or agency shall be made on the next Business Day as if it were made on office of the date Trustee maintained for such purpose. Holders shall have the payment was dueright to require the Company to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1016. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Affinia Group Intermediate Holdings Inc.

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Notes. The Notes shall be known and designated as the “5.9009.25% Sustainability-Linked Senior Secured Notes due 2033.2017The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March July 1, 2033 for payment of principal of 2017, and the Notes. The Notes shall bear interest at the rate of 5.9009.25% per annum (the “Initial Interest Rate”)from June 23, subject to increase as set forth in Section 2.01(b)2009, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on January 1, 2010 and semi-annually in arrears thereafter on March July 1 and September January 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February the June 15 or August 15, as the case may be, next and December 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose in The City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the required payment Company’s office or agency in New York shall be made on the next Business Day as if it were made on office of the date trustee maintained for such purpose. Holders shall have the payment was dueright to require the Company to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change in Control pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (Railamerica Inc /De)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Notes that Securities which may be authenticated and delivered under this First Supplemental Indenture for original issue is initially limited to $500,000,000, 125,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed $125,000,000 except for as provided in Section 3.7 hereof. The Securities shall be known and designated as the "____% Senior Subordinated Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 due 2008," of the IndentureCompany. The Company Their Stated Maturity shall be the Issuer of the Notes (the “Issuer”) January 15, 2008, and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Notes shall be March 1, 2033 for payment of principal of the Notes. The Notes they shall bear interest at the rate of 5.900____% per annum (the “Initial Interest Rate”)from January ____, subject to increase as set forth in Section 2.01(b)1998, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually on January 15 and July 15 in arrears on March 1 and September 1 of each year (beginning September 1year, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August commencing July 15, as the case may be1998, next preceding such interest payment dateand at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the The principal of or (and premium, if any, or on) and interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment Securities shall be made payable at the office or agency of the Company maintained for such purpose in The City of New York; provided, however, that, at the option of the Company, interest may be paid on Physical Securities on or before the due date (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the next Business Day as if it were made on Security Register, or (ii) with respect to any Holder owning Securities in the date principal amount of $500,000 or more, by wire transfer to an account maintained by the payment was due, and no interest shall accrue on Holder located in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other dateUnited States, as specified in a written notice to the case may beTrustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Notes Securities shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New YorkArticle XI hereof. The Notes Securities shall not be subject to any sinking funddefeasance at the option of the Company as provided in Article XII hereof. The Notes Securities shall be guaranteed by the Subsidiary Guarantors as provided in registered form without coupons and Article XIII hereof. The Securities shall be issuable subordinated in minimum denominations right of $2,000 and integral multiples of $1,000 in excess thereof. The form payment to Senior Indebtedness of the Notes attached hereto Company as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the Notesprovided in Article XIV hereof.

Appears in 1 contract

Samples: Indenture (KCS Medallion Resources Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and 313 hereof, as part of the same series as the Initial Notes. The terms and provisions contained in the Notes shall constitute, and are hereby created under expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture a series of Debt Securities shall govern and be controlling. The Notes shall be known and designated as the “5.9004.375% Sustainability-Linked Senior Unsecured Notes due 2033.Due 2028The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for of the Notes shall be March 1April 15, 2033 for payment of principal of 2028, and the Notes. The Notes shall bear interest at the rate of 5.9004.375% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually on October 15, 2020 and semiannually thereafter on April 15 and October 15 in arrears on March 1 and September 1 of each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any Predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next April 1 and October 1 immediately preceding such interest payment dateInterest Payment Date, until whether or not a Business Day (each, a “Regular Record Date”). The principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment dateof, any redemption date, the maturity date or any other date on which the principal of or and premium, if any, or and interest on a Note becomes due and payable falls on a day that is not a Business Dayon, the required payment Notes shall be payable at the offices or agencies of the Issuer set forth in Section 302, or, at the option of the Issuer, payment of interest may be made on by check mailed to the next Business Day as Holders of the Notes at their respective addresses set forth in the Note Register; provided, however, that all payments of principal, premium, if it were made on the date the payment was dueany, and no interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depositary will be made by wire transfer of immediately available funds to the Depositary. Holders shall accrue on have the amount so payable for right to require the period from and after Issuer to purchase their Notes, in whole or in part, in the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control Repurchase Event pursuant to Section 1013. The Notes shall be initially issued redeemable as provided in the form Article Eleven. The due and punctual payment of one or more Global Securities principal of, and the depositary for premium, if any, and interest on, the Notes shall be The Depository Trust Companypayable by the Issuer is fully and unconditionally Guaranteed, New Yorkto the extent set forth herein, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Entegris Inc)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and 1011 hereof, as part of the Indenture a same series of Debt Securities as the Initial Notes. The Notes shall be known and designated as the “5.9006.500% Sustainability-Linked Senior Notes due 2033.2027The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCo-Issuers. The Stated Maturity for of the Notes shall be March 1October 15, 2033 for payment of principal of 2027, and the Notes. The Notes shall bear interest at the rate of 5.9006.500% per annum (from the “Initial Interest Rate”)Issue Date, subject to increase as set forth in Section 2.01(b), or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 April 15 and September 1 of October 15 in each year (beginning September 1year, 2023)commencing on April 15, 2020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February 15 or August 15, as the case may be, next April 1 and October 1 immediately preceding such interest payment dateInterest Payment Date (each, until principal thereof is paid or made available for paymenta “Record Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. The principal of (and premium, if any) and interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Issuer maintained for such purpose within the City and State of twelve 30-day months. All dollar amounts resulting from this calculation will New York or, at the option of the Issuer, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Daymore permanent Global Notes registered in the name of or held by DTC or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the required payment Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall be made on have the next Business Day as if it were made on right to require the date Co-Issuers to purchase their Notes, in whole or in part, in the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereofArticle Eleven. The form due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesGuarantors.

Appears in 1 contract

Samples: Indenture (Telesat Canada)

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Senior Notes that which may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000225,000,000, except for Senior Notes authenticated and delivered upon reregistration of, registration of transfer of, or in exchange for, or in lieu of, other Senior Notes pursuant to Sections 2.07Section 3.04, 2.083.05, 2.09 3.06, 9.06, 10.15, 10.16 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, 11.08 or pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the IndentureExchange Offer. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Stated Maturity for the Senior Notes shall be March known and designated as the "Series A 11 3/4% Senior Notes due 2008" and the "Series B 11 3/4% Senior Notes due 2008", as the case may be, of the Company. Their Stated Maturity shall be April 1, 2033 for payment of principal of the Notes. The Notes 2008, and they shall bear interest at the rate of 5.90011.75% per annum (the “Initial Interest Rate”)from March 31, subject to increase as set forth in Section 2.01(b)1998, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March October 1, 1998 and semiannually thereafter on April 1 and September October 1 of each year (beginning September 1and at said Stated Maturity, 2023)until the principal thereof is paid or duly provided for. The principal of and interest and Additional Amounts and Liquidated Damages, if any, on the Senior Notes shall be payable at the Corporate Trust Office of the Principal Paying Agent in The City of New York and at the office of the Paying Agent, in the City of Buenos Aires and, subject to fiscal or other laws and regulations applicable thereto, specified offices of any other Paying Agent appointed by the Company for such purpose; 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 Note Register or, in the case of a holder of at least US$1,000,000 principal amount of Senior Notes, by wire transfer to a US Dollar account maintained by the payee with a bank in the United States or in Argentina, provided that the Holder so elects by giving written notice to such effect designating such account with appropriate wire transfer instructions which is received by the Principal Paying Agent no later than the Regular Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Senior Notes will remain in effect with respect to any future payments with respect to such Senior Note payable to such Holder. In the event of any foreign exchange restriction or prohibition in Argentina, any and all payments in respect of the Securities shall be made, to the Persons extent permitted by such restriction or prohibition, in whose names US Dollars through (i) the Notes sale of Bonex or of any other public or private bond issued in US Dollars in Argentina or (ii) any other legal mechanism for the acquisition of US Dollars in any exchange market. All costs, including any taxes, relative to such operations to obtain US Dollars shall be borne by the Company. Unless otherwise required by law, all payments made by the Company or any Subsidiary Guarantor will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges or penalties and interest related thereto ("TAXES") of whatever nature imposed, levied, collected, withheld or assessed by or within Argentina or any authority therein or thereof or having power to tax. In the event any such Taxes are registered at so imposed on any payments made by the close of business on February 15 Company or August 15any such Subsidiary Guarantor, the Company or such Subsidiary Guarantor, as the case may be, next preceding will pay such interest payment dateAdditional Amounts as may be necessary in order that the net amounts received by each Holder (including Additional Amounts and Liquidated Damages) after any withholding or deduction in respect of such Taxes shall equal the respective amounts of principal, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment date, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest that would have been received in respect of the Senior Notes in the absence of such withholding or interest deduction; except that no such Additional Amounts will be payable with respect to any withholding or deduction in respect of any payment under a Senior Note or a Subsidiary Guarantee to, or to a third party on behalf of, a Holder for or on account of any such Taxes imposed (i) by reason of the Holder being a resident of Argentina or having some connection with Argentina (or any political subdivision or authority thereof) other than the mere holding of such Senior Note or Subsidiary Guarantee or the receipt of any payment thereunder or the exercise of rights under the Senior Notes, the Subsidiary Guarantee, if any, or the Indenture; (ii) if presentation is required in respect of a Senior Note or a Subsidiary Guarantee, by reason of presentation by the Holder for payment on a Note becomes date more than thirty (30) days after the date on which such payment first became due and payable falls or the date on which such payment is duly provided, whichever occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Senior Note or Guarantee for payment on the last date of such period of thirty (30) days; (iii) any estate, asset (other than Personal Asset Taxes), inheritance, gift, sales or transfer tax or similar tax assessment or governmental charge; (iv) any tax, assessment or other governmental charge (other than Personal Asset Taxes) which is payable otherwise than by withholding from payments on or in respect of any Senior Note; or (v) any combination of the reasons set forth in clauses (i), (ii), (iii) or (iv) above. Furthermore, no Additional Amounts shall be paid to a day Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not a Business Dayhave been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder. At least 30 calendar days prior to each date on which any payment under or with respect to the Senior Notes is due and payable, if the Company or any Subsidiary Guarantor, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the required payment shall Company or such Subsidiary Guarantor will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be made payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to holders on the next Business Day as if it were made payment date and specifying the amount required to be deducted or withheld on the payments of principal and interests (and premium, if any) due on such payment date for or on account of Taxes and certifying that such amount will be deducted or withheld and paid by the payment was due, and no interest shall accrue on the amount so payable for the period from and after the interest payment date, redemption date, maturity date Company or other dateSubsidiary Guarantor, as the case may be, to the appropriate taxing or governmental authority. The Company hereby agrees to indemnify each of the Trustee, the Principal Paying Agent and each other paying agent for, and to hold it harmless against any loss, liability, or expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with actions taken or omitted by it in reliance on any certificate furnished pursuant to this Section or the failure to furnish such a certificate. The obligations of the Company under this Section shall survive the payment of the Senior Notes and the resignation or removal of the Trustee, the Principal Paying Agent or any other paying agent and the termination of this Indenture. Whenever in the Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest, Liquidated Damages, if any, or any other amount payable, under or with respect to any Senior Note or Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are payable in respect thereof. If the Company is held liable for any Personal Asset Taxes imposed on the Holders or direct owners of Senior Notes with respect to the Senior Notes, the Company hereby agrees to waive any right that it may have as a matter of Argentine law to seek reimbursement from such Holders or direct owners of Senior Notes for any such Personal Asset Taxes paid. In addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in Argentina or the United States or any political subdivision thereof or taxing authority thereof or in the foregoing in respect of the creation, issue and offering of the Senior Notes, and will pay any court, documentary or similar taxes and duties required to be paid in connection with the enforcement of the Senior Notes following the incurrence of any Event of Default. The Senior Notes shall be initially issued redeemable as provided in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist of the NotesArticle Eleven.

Appears in 1 contract

Samples: Indenture (Leitesol Industry & Commerce Inc.)

Title and Terms. (a) There The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is hereby created not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Indenture Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a series of Debt Securities single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “5.9007 7/8% Sustainability-Linked Senior Notes due 2033.Due 2020The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $500,000,000, except for Notes authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposesCompany. The Stated Maturity for of the Notes shall be March November 1, 2033 for payment of principal of 2020, and the Notes. The Notes shall bear interest at the rate of 5.900% per annum (the “Initial Interest Rate”), subject to increase as set forth in Section 2.01(b)below from October 23, 2012, or from February 16, 2023 or the most recent interest payment date Interest Payment Date to which interest has been paid or duly provided for, payable on May 1, 2013 and semi-annually in arrears thereafter on March May 1 and September November 1 of in each year (beginning September 1and at said Stated Maturity, 2023), until the principal thereof is paid or duly provided for and to the Persons Person in whose names name the Notes are Note (or any predecessor Note) is registered at the close of business on February the April 15 or August 15, as the case may be, next and October 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any), Additional Interest, if any, and interest payment date, until principal thereof is paid or made available for payment. Interest on the Notes shall be calculated on payable at the basis office or agency of a 360-day year comprised the Company maintained for such purpose in the City of twelve 30-day months. All dollar amounts resulting from this calculation will Chicago or, at the option of the Company, payment of interest may be rounded made by check mailed to the nearest cent. If any interest payment dateHolders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, any redemption date, the maturity date or any other date on which the principal of or premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or interest on a Note becomes due and payable falls on a day that is not a Business Day, more permanent global notes registered in the required payment name of or held by the Depository or its nominee shall be made on by wire transfer of immediately available funds to the next Business Day as if it were made on accounts specified by the date Holder or Holders thereof. Holders shall have the payment was dueright to require the Company to purchase their Notes, and no interest shall accrue on in whole or in part, in the amount so payable for the period from and after the interest payment date, redemption date, maturity date or other date, as the case may beevent of a Change of Control pursuant to Section 1017. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fundrepurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in registered form without coupons Article Eleven of this Indenture and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(i) of the Indenture, as the form of Debt Securities that consist Paragraph 6 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Subsidiary Guarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Aleris International, Inc.)

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