Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8% Senior Subordinated Notes Due 2014” of the Company. The final Stated Maturity of the Notes shall be April 15, 2014. Interest on the Outstanding principal amount of Notes will accrue at the rate of 8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Notes shall be payable, and the Notes may be exchanged or transferred, at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 3 contracts
Samples: Indenture (VWR Funding, Inc.), Indenture (VWR International, Inc.), Indenture (VWR International, Inc.)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedinitially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $320.0 million450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) will and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8% "10_% Senior Subordinated Notes Due 2014” 2011" of the CompanyIssuers. The final Stated Maturity of the Notes shall be April 15May 1, 20142011. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the rate of 8% 10_% per annum and will be payable semi-annually semiannually in arrears on April 15 May 1 and October 15 November 1 in each year, commencing on October 15November 1, 20042003, to holders Holders of record at the close of business on the immediately preceding April 1 15, and October 115, respectively (each such April 1 15 and October 115, a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 1322, 2004; 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notespaid, from the Interest Payment Date immediately preceding the date of issuance of such Additional NotesApril 22, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance2003; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest onand Liquidated Damages, if any, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the Corporate Trust Office or at such other office or agency of the Company Issuers maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”") in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 3 contracts
Samples: Indenture (Equistar Funding Corp), Indenture (Lyondell Chemical Co), Indenture (Equistar Chemicals Lp)
Title and Terms. 3.2.1. The Original Discount Notes are known as the "13 1/2% Series A Senior Discount Notes due 2008" of the Issuer. The Original Discount Notes will have a Stated Maturity of June 30, 2008 and will be issued pursuant to this Agreement at a discount from the Initial Accreted Value. The Aggregate Initial Accreted Value will reflect a discount from the aggregate stated principal amount of the Intermediate Holdings Discount Notes that may be authenticated at maturity, and delivered and Outstanding under this Indenture is not limited. The Initial the Original Discount Notes will be issued accrete in value from Aggregate Initial Accreted Value until June 30, 2003 at a rate per annum of 13 1/2%, compounded semiannually, to an aggregate principal amount at June 30, 2003 of $320.0 million66,809,539.40. All the Notes shall vote and consent together on all matters as one class, and none of the Notes Cash interest will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8% Senior Subordinated Notes Due 2014” of the Company. The final Stated Maturity of the Notes shall be April 15, 2014. Interest not accrue on the Outstanding principal amount of Original Discount Notes prior to June 30, 2003. Thereafter, interest will accrue at the a rate of 8% per annum of 13.5% and will be payable semi-annually semiannually in cash and in arrears to the Holders of record on April each June 15 or December 15 immediately preceding the interest payment date on June 30 and October 15 in December 31 of each year, commencing on October 15December 31, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”)2003. Interest Cash interest on the Original Discount Notes will accrue from the most recent interest payment date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13June 30, 2004; 2003. For convenience, all references to the principal amount at maturity of the Original Discount Notes herein are references to the principal amount at final maturity without taking into account the payment required by clause Section 3.2.2 hereof and Section 2 of the Original Discount Notes. All references herein to outstanding principal amount for the purposes of calculating interest on and principal payments and redemption prices shall take into account any Additional Notes (payment pursuant to Section 3.2.2 hereof and Exchange Notes issued in exchange therefor) will accrue (or Section 2 of the Original Discount Notes. Interest will be deemed to have accrued) from computed on the most recent date to which interest has been basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for orfor. Interest on any overdue principal, interest (to the extent lawful) or premium, if no interest has been paid any, shall be payable on such Additional Notesdemand.
3.2.2. For each $1,000 in principal amount of Original Discount Notes outstanding on December 31, from 2003, $427.16 will be due and payable in cash on December 31, 2003, representing a payment of a portion of the Interest Payment Date immediately preceding the date of issuance principal of such Additional Original Discount Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date.
3.2.3. The principal of, of (and premium, if any, ) and interest on, on the Discount Notes shall be payable, and the Notes may be exchanged or transferred, at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made payable by either check mailed to addresses of or wire transfer to the address of the Person Persons entitled thereto at such addresses as such address shall appear on the Note Register or pursuant to such wire transfer instructions as provided to the Issuer.
3.2.4. Holders shall have the right to require the Issuer to purchase their Original Discount Notes, in whole or in part, in the Note Registerevent of a Change of Control pursuant to Section 9.13 and in the event of a Qualifying Public Offering pursuant to Section 9.13A. The Original Discount Notes shall be subject to repurchase by the Issuer pursuant to an Asset Disposition as provided in Section 9.14. The Original Discount Notes shall be redeemable as provided in Section 10 and in the Original Discount Notes.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ddi Corp), Note Purchase Agreement (Ddi Corp)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedinitially limited to $700,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $320.0 million700,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) will and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"10 1/8% Senior Subordinated Notes Due 2014” 2008" of the CompanyIssuers. The final Stated Maturity of the Notes shall be April 15September 1, 20142008. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the rate of 810 1/8% per annum and will be payable semi-annually semiannually in arrears on April 15 March 1 and October 15 September 1 in each year, commencing on October 15March 1, 20042002, to holders Holders of record at the close of business on the immediately preceding April 1 February 15, and October 1August 15, respectively (each such April 1 February 15 and October 1August 15, a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13August 24, 2004; 2001, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notespaid, from the Interest Payment Date immediately preceding the date of issuance of such Additional NotesAugust 24, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance2001; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest onand Liquidated Damages, if any, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the Corporate Trust Office or at such other office or agency of the Company Issuers maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”") in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 2 contracts
Samples: Indenture (Lyondell Chemical Co), Indenture (Equistar Chemicals Lp)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $320.0 200.0 million. All the Notes shall vote and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “867/8% Senior Subordinated Notes Due 20142012” of the Company. The final Stated Maturity of the Notes shall be April 15, 20142012. Interest on the Outstanding principal amount of Notes will accrue at the rate of 867/8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Notes shall be payable, and the Notes may be exchanged or transferred, at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 2 contracts
Samples: Indenture (VWR International, Inc.), Indenture (VWR International, Inc.)
Title and Terms. The aggregate principal amount Notes shall be titled the “73/4% Senior Notes due 2019.” Provisions relating to the Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedSupplemental Indenture. The Initial Notes will and the Trustee’s certificate of authentication shall be issued substantially in an aggregate principal amount the form of $320.0 millionAppendix A which is hereby incorporated in and expressly made a part of this Supplemental Indenture. All The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Notes Company is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company. Each Note shall vote and consent together on all matters as one class, and none be dated the date of its authentication. The terms of the Notes will have set forth in Appendix A are part of the right terms of this Supplemental Indenture. Subject to vote or consent as a class separate from one another on any matter. compliance with Section 9.12, the Company may issue an unlimited amount of Additional Notes (including any Exchange from time to time after the Issue Date which shall have identical terms as the Notes issued in exchange therefor) will vote (or consent) as a class on the Issue Date, other than with respect to the other issue price and the date of issuance. The Notes issued on the Issue Date and otherwise any Additional Notes shall be treated as Notes part of the same series of Securities for all purposes of this the Original Indenture. The Notes shall be known and designated as the “8% Senior Subordinated Notes Due 2014” of the Company. The final Stated Maturity of the Notes shall be April 15, 2014. Interest on the Outstanding principal amount of Notes will accrue at the rate of 8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, With respect to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from there shall be established in or pursuant to a resolution of the Interest Payment Date immediately preceding Board of Directors and, subject to Section 3.3, set forth or determined in the date of manner provided in an Officers’ Certificate, or established in one or more indentures supplemental to the Indenture, prior to the issuance of such Additional Notes, or if :
(1) the date of issuance aggregate principal amount of such Additional Notes is an Interest Payment Date, from such date of issuance; 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 to be authenticated and delivered;
(2) the issue price and issuance date of such exchangeAdditional Notes, including the date from which interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal ofAdditional Notes shall accrue; and
(3) if applicable, and premium, if any, and interest on, the that such Additional Notes shall be payableissuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositories for such Global Notes, the form of any legend or legends which shall be borne by any such Global Note in addition to or in lieu of that set forth in Appendix A and the Notes any circumstances in addition to or in lieu of those set forth in Section 3.4 in which any such Global Note may be exchanged in whole or transferredin part for Notes registered, at and any transfer of such Global Note in whole or in part may be registered, in the office name or agency names of Persons other than the depository for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company maintained for that purpose (which initially shall be and delivered to the Corporate Trust Office Trustee at or prior to the delivery of the Trustee) (Officers’ Certificate or the “Place indenture supplemental hereto setting forth the terms of Payment”); provided, however, such issuance. The Trustee shall have the right to decline to authenticate and deliver any Additional Notes under this Section if the Trustee determines that at the option of such action may not lawfully be taken by the Company payment or if the Trustee in good faith by its board of interest on directors or board of trustee, executive committee, or a Note may be made by check mailed trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to the address of the Person entitled thereto as such address shall appear in the Note Registerpersonal liability to existing Notes Holders.
Appears in 1 contract
Samples: Third Supplemental Indenture (Comstock Oil & Gas GP, LLC)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The Initial ; provided, however, that any Additional Notes will be issued under this Indenture are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters accordance with Section 202 hereof, as one class, and none part of the Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureInitial Notes. The Notes shall be known and designated as the “87.375% Senior Subordinated Secured Notes Due 2014due 2025” of the Company. The final Stated Maturity of the Notes shall be April 15June 1, 2014. Interest on 2025, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 87.35% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 June 1 and October 15 December 1 in each year, commencing on October 15December 1, 20042020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to holders the Person in whose name the Note (or any predecessor Note) is registered at the close of record business on the May 15 and November 15 immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company maintained for that such purpose (which initially shall be within the Corporate Trust Office City and State of the Trustee) (the “Place of Payment”); providedNew York or, however, that at the option of the Company Company, payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more 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 Company, the Company’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1009. The Notes shall be redeemable as provided in Article Eleven. 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 Guarantors.
Appears in 1 contract
Samples: Indenture (NMI Holdings, Inc.)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes will shall be issued in an aggregate principal amount of $320.0 million. All the Notes shall vote one series and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"53/8% Senior Subordinated Notes Due 2014” due 2006" of the Company. The final aggregate principal amount of the Notes that may initially be authenticated and delivered under this First Supplemental Indenture is limited to $550,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306 or 906 of the Existing Indenture or Article Two of this First Supplemental Indenture. The Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes, in which event such notes, 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 Stated Maturity of the Notes shall be April November 15, 20142006, 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. Interest on The Company shall have no obligation to redeem or purchase the Outstanding principal amount of Notes will accrue pursuant to any sinking fund or analogous provision, or at the rate option of 8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment DateHolder thereof. The principal ofNotes shall be redeemable at the election of the Company, as a whole or from time to time in part at the times and premium, if any, 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 interest ondischarge 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 payableissued in the form of one or more Global Notes, as provided in this First Supplemental Indenture, registered in the name of The Depository Trust Company, as Depositary, or 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 transferredin part for Notes registered, at and transfers of Global Notes in whole or in part may be registered, in the office name or agency names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall have the benefit of the Company maintained covenants set forth in Article Three of this First Supplemental Indenture, in addition to the 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 that purpose (which initially all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Notes shall be the Corporate Trust Office issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterExisting Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Tenet Healthcare Corp)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited, except as provided in Section 406 and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $320.0 million175,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"7-1/2% Senior Subordinated Notes Due 2014” 2013" of Select Medical Escrow prior to the Select Medical Escrow Merger, and of the CompanyCompany following the Select Medical Escrow Merger. The Company shall provide written notice of the Assumption to the Holders of the Notes promptly following such Assumption. The final Stated Maturity of the Notes shall be April 15August 1, 20142013. Interest on the Outstanding principal amount of Notes will accrue at the rate of 87-1/2% per annum and will be payable semi-annually in arrears on April 15 August 1 and October 15 February 1 in each year, commencing on October 15February 1, 2004, to holders of record on the immediately preceding April 1 July 15 and October 1January 15, respectively (each such April 1 July 15 and October 1January 15, a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004the Issue Date; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest oninterest, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) maintained for that purpose (which initially shall be in the Corporate Trust Office Borough of the Trustee) Manhattan, The City of New York (the “"Place of Payment”"); provided, however, that at the option of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Title and Terms. The aggregate principal amount of --------------- Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited, except as provided in Section 406 and except as may be ----------- limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $320.0 million275,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"9 3/4% Senior Subordinated Notes Due 2014” 2008" of the Company. The final Stated Maturity of the Notes shall be April May 15, 20142008. Interest on the Outstanding principal amount of Notes will accrue at the rate of 89 3/4% per annum and will be payable semi-semi- annually in arrears on April May 15 and October November 15 in each year, commencing on October November 15, 20041998, to holders of record on the immediately preceding April May 1 and October November 1, respectively (each such April May 1 and October November 1, a “"Regular Record -------------- Date”"). Interest on the Original Notes will accrue from the most recent date to ---- which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004the Issue Date; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes; provided, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest oninterest, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company maintained for that purpose (which initially shall be in the Corporate Trust Office Borough of the Trustee) Manhattan, The City of New York (the “"Place of -------- Payment”"); provided, however, that at the option of the Company payment of -------- ------- interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Samples: Indenture (Dynatech Corp)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Dollar Notes will be issued in an aggregate principal amount of $320.0 1,800 million, and the Initial Euro Notes will be issued in an aggregate principal amount of €225 million. All The Dollar Notes and the Euro Notes will each be issued as a separate series, but, except as otherwise provided in Section 902, shall vote and consent together on all matters as one class, and none and, except as provided in Xxxxxxx 000, xxxx of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Dollar Notes shall be known and designated as the “8U.S. Dollar 8.875% Senior Subordinated Notes Due due 2014” of the Company. The Euro Notes shall be known and designated as the “Euro 7.875% Senior Notes due 2014” of the Company. The final Stated Maturity of the Notes shall be April 15January 1, 2014. Interest on the Outstanding principal amount of Dollar Notes will accrue at the rate of 88.875% per annum and on the Outstanding principal amount of Euro Notes shall accrue at the rate of 7.875% per annum and will be payable payable, in each case, semi-annually in arrears on April 15 January 1 and October 15 July 1 in each year, commencing on October 15July 1, 20042006, to holders of record on the immediately preceding April 1 December 15 and October 1June 15, respectively (each such April 1 December 15 and October 1June 15, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13December 21, 20042005; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Notes shall be payable, and the Notes may be exchanged or transferred, at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Samples: Indenture (Hertz Corp)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes will shall be issued in an aggregate principal amount of $320.0 million. All the Notes shall vote one series and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"53/8% Senior Subordinated Notes Due 2014” due 2011" of the Company. The final aggregate principal amount of the Notes that may initially be authenticated and delivered under this Second Supplemental Indenture is limited to $1,000,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306 or 906 of the Existing Indenture or Article Two of this Second Supplemental Indenture. The Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes, in which event such notes, 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 Stated Maturity of the Notes shall be April 15December 1, 20142011, 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. Interest on The Company shall have no obligation to redeem or purchase the Outstanding principal amount of Notes will accrue pursuant to any sinking fund or analogous provision, or at the rate option of 8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment DateHolder thereof. The principal ofNotes shall be redeemable at the election of the Company, as a whole or from time to time in part at the times and premium, if any, 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 interest ondischarge 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 payableissued in the form of one or more Global Notes, as provided in this Second Supplemental Indenture, registered in the name of The Depository Trust Company, as Depositary, or 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 transferredin part for Notes registered, at and transfers of Global Notes in whole or in part may be registered, in the office name or agency names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall have the benefit of the Company maintained covenants set forth in Article Three of this Second Supplemental Indenture, in addition to the 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 that purpose (which initially all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Notes shall be the Corporate Trust Office issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterExisting Indenture.
Appears in 1 contract
Samples: Second Supplemental Indenture (Tenet Healthcare Corp)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of up to $320.0 2,500.0 million. All the The Notes shall vote and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “812.0% Senior Subordinated Cash Pay Notes Due due 2014” of the Company. The final Stated Maturity of the Notes shall be April 15September 1, 2014. Interest on the Outstanding principal amount of Notes will accrue at the rate of 8% per annum and will be payable semi-annually in arrears on April 15 March 1 and October 15 September 1 in each year, commencing on October 15March 1, 20042008, to holders of record on the immediately preceding April 1 February 15 and October 1August 15, respectively (each such April 1 February 15 and October 1August 15, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13August 30, 2004; 2007, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Interest on the Outstanding principal of, amount of the Notes shall accrue at the rate of 12.0% per annum and shall be payable entirely in cash. Payment of the principal of (and premium, if any, ) and interest on, on the Notes shall will be payable, and the Notes may be exchanged or transferred, made at the Corporate Trust Office of the Trustee, or such other office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”)purpose; provided, however, that at the option of the Company payment of interest on a Note may be made by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Samples: Indenture (HSI IP, Inc.)
Title and Terms. (a) The aggregate principal amount of --------------- Notes that which may be authenticated and delivered and Outstanding in one or more offerings under this Indenture is not limited. The Initial Notes will be issued in limited to an aggregate principal amount of $320.0 million100,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 and 1109. All Any Notes issued subsequent to the initial offering of Notes will have identical terms and conditions as the Notes shall then outstanding and will vote and consent together on all matters as one classtogether with such outstanding Notes. Notwithstanding the above, and none or anything herein to the contrary, the issue price for any such subsequent Notes may differ from the issue price of the Outstanding Notes; and the first interest period for any such subsequent Notes will have run from the right to vote or consent as a class separate from one another on any matter. Additional date of issuance of such subsequent Notes to, but excluding, the next Interest Payment Date for the Notes.
(including any Exchange Notes issued in exchange thereforb) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8% ".% Senior Subordinated Notes Due 2014” due ., 2008" of the Company. The final Their Stated Maturity of the Notes shall be April 15., 2014. Interest on the Outstanding principal amount of Notes will accrue 2008 and they shall bear interest at the rate of 8% .% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders from the date of record on issuance of the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original respective Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually in arrears on . and . of each year until the principal thereof is paid or made available for or, if no payment; provided that any amount of such principal or interest has been paidthat is overdue shall bear interest at the rate of % per annum (to the extent that payment of such interest shall be legally enforceable), from April 13the date such amount is due until it is paid or made available for payment, 2004; and such interest on any Additional Notes overdue amount shall be payable on demand.
(and Exchange Notes issued c) Payment in exchange therefor) will accrue (or will be deemed to have accrued) from respect of the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Notes will be made at the office of the Trustee in The City of New York or at any other Place of Payment designated by the Company pursuant to Section 1002. Payments in respect of principal or premium, if any, on Notes will be made only against surrender of such Notes at such office. Payments of interest on each Interest Payment Date with respect to each Note will be made to the Person in whose name such Note is registered at the close of business on the . or . immediately preceding such Interest Payment Date by U.S. dollar check drawn on a bank in the City of New York or, for Holders of at least $1,000,000 of Notes, by wire transfer to a dollar account maintained by the payee with a bank in the United States; provided that a written request from such Holder to such effect designating such account is received by the Trustee or the Paying Agent no later than 30 calendar days preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note payable to such Holder will remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer. Payments due on Notes represented by a Global Note registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Note representing such Notes. The Company expects that the Depositary or its nominee, upon receipt of any payment, will credit immediately participants' accounts with payments in same-day funds in amounts proportionate to their respective beneficial interests in such payments, as shown on the records of the Depositary or its nominee. The Company also expects that payments by participants and indirect participants to owners of beneficial interests in such Global Note held through such Persons will be governed by standing instructions and customary practices, as is now the case with securities registered in the name of nominees for such customers, and will be the responsibility of such participants and indirect participants. The Notes shall be payableredeemable at the Company's option, in whole or in part, at any time and shall be redeemable at the Holders' option upon a Sale of a Significant Subsidiary, in each case as provided in Article Eleven. The Notes are not entitled to the benefit of any sinking fund.
(d) Any money or securities paid or delivered by the Company to the Trustee for any payment with respect to the Notes which remains unclaimed for two years after the date such payment was due or such securities were deliverable will be repaid or delivered to the Company and thereafter the Holder will look only to the Company for payments thereof as an unsecured creditor, and the Notes may Company shall not be exchanged liable to pay any taxes or transferred, at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”)other duties in connection with such payments; provided, however, that unless otherwise provided by applicable law, the right to receive payment of principal of any Note, to the extent of any cash redemption, will become void at the option end of 10 years from the relevant date thereof or such shorter period as may be prescribed by applicable law.
(e) The Notes may be issued in the form of one or more fully registered Global Notes that will be deposited with, or on behalf of, the Depositary and registered in the name of the Company payment Depositary's nominee. So long as the Depositary or its nominee is the registered owner of interest on a Note may Global Note, such Depositary or such nominee will be made by check mailed to considered the address sole owner or Holder of the Person Notes represented by such Global Note for all purposes under this Indenture and the Notes. Except as otherwise provided herein, owners of beneficial interests in a Global Note will not be entitled thereto as such address shall appear to have Notes represented by a Global Note registered in their names, will not receive or be entitled to receive physical delivery of Notes in definitive form, and will not be considered the owners or Holders thereof under this Indenture or the Notes. In addition, no beneficial owner of an interest in a Global Note Registerwill be able to transfer that beneficial interest except in accordance with the Depositary's or its participants' applicable procedures.
Appears in 1 contract
Samples: Indenture (Presidential Life Corp)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $1,000,000,000, 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 as may be limited by applicable law; provided that the aggregate principal amount of Senior Secured Notes outstanding at any time shall not limitedexceed $1.9 billion. The Initial Notes will be issued in an aggregate principal amount of $320.0 million1,000,000,000. All the Original Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Company may issue Additional Notes hereunder. Additional Notes (including any Exchange Notes issued in exchange therefor) will shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"9 7/8% Senior Subordinated Notes Secured Notes, Series B, Due 2014” 2007" of the Company. The final Stated Maturity of the Notes shall be April 15May 1, 20142007. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the rate of 89 7/8% per annum and will be payable semi-annually semiannually in arrears on April 15 May 1 and October 15 November 1 in each year, commencing on October 15November 1, 20041999, to holders Holders of record at the close of business on the immediately preceding April 1 15, and October 115, respectively (each such April 1 15 and October 1, 15 a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13May 17, 2004; 1999, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, 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 extent lawful, on overdue installments of interest and Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest onand Liquidated Damages, if any, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”") in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The Initial ; provided, however, that any Additional Notes will be issued under this Indenture are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureInitial Notes. The Notes shall be known and designated as the “84.875% Senior Subordinated Secured Notes Due 2014due 2027” of the CompanyCo-Issuers. The final Stated Maturity of the Notes shall be April 15June 1, 2014. Interest on 2027, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 84.875% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 June 1 and October 15 December 1 in each year, commencing on October 15June 1, 20042020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to holders the Person in whose name the Note (or any predecessor Note) is registered at the close of record business on the May 15 and November 15 immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company Issuer maintained for that such purpose (which initially shall be within the Corporate Trust Office City and State of the Trustee) (the “Place of Payment”); providedNew York or, however, that at the option of the Company Issuer, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more 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 Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The 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 Guarantors.
Appears in 1 contract
Samples: Indenture (Telesat Canada)
Title and Terms. (a) The aggregate principal amount ---------------- of Notes which may be authenticated and delivered under this Indenture is limited to $250,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Notes pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 9.06, 11.08 or in connection with an Offer to Purchase pursuant to Section 10.14 or 10.15 (all Notes referred to in this exception being deemed "Substitute Notes"). The Company may issue Exchange Notes from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 3.03, in authorized denominations in exchange for a like principal amount of Original Notes. Upon any such exchange the Original Notes shall be canceled in accordance with Section 3.10 and shall no longer be deemed Outstanding for any purpose. Subject to the terms and conditions hereof, (i) $175,000,000 in aggregate principal amount of Notes that will be authenticated and delivered on the date hereof and (ii) in accordance with clause (b) below, up to $75,000,000 of Additional Notes may be authenticated and delivered in the future (which may be Restricted Notes or Regulation S Notes (which may be subject to an Exchange and Outstanding under this Indenture is not limited. The Initial Regulation Rights Agreement) or may be Registered Notes will be issued as specified in an the relevant Board Resolution); provided, however, that in no event shall the aggregate principal -------- ------- amount of $320.0 million. All the all Notes shall vote and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes Outstanding (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other all Restricted Notes, Regulation S Notes and otherwise be treated as Registered Notes for all purposes of this Indentureat the time Outstanding) exceed $250,000,000. The Notes shall be known and designated as the “8"10-1/4% Senior Subordinated Notes Due 2014” due 2007" of the Company. The final Their Stated Maturity of the Notes shall be April May 15, 2014. Interest on the Outstanding principal amount of Notes will accrue 2007 and they shall bear interest at the rate of 810-1/4% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year(the "Base Interest"), commencing on October 15from May 21, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue 1997 or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on May 15 and November 15, commencing November 15, 1997, until the principal thereof is paid or made available for orpayment; provided, -------- however, with respect to Original Notes, that if a Registration Default occurs, ------- as liquidated damages for such Registration Default, Special Interest, in addition to the Base Interest, shall accrue during the Registration Default Period for such Registration Default at a per annum rate of 0.25% for the first 90 days of such Registration Default Period, at a per annum rate of 0.50% for the second 90 days of such Registration Default Period, at a per annum rate of 0.75% for the third 90 days of such Registration 50 Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of such Registration Default Period. The Company shall provide written notice to the Trustee of any Registration Default and of the end of the Registration Default Period for such Registration Default. Accrued Special Interest, if no any, shall be 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 the number of days actually elapsed. Any accrued and unpaid interest has been paid(including Special Interest, from April 13, 2004; and interest if any) on any Additional Notes (and this Note upon the issuance of an Exchange Notes issued Note in exchange therefor) will accrue for this Note shall cease to be payable to the Holder hereof but such accrued and unpaid interest (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for orincluding Special Interest, if no interest has been paid any) shall be payable on such Additional Notes, from the next Interest Payment Date immediately preceding for such Exchange Note to the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest Holder thereof on the Note received in exchange thereof will accrue from the date of such Interest Payment related Regular Record Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, maintained for that such purpose (which initially shall be and at any other office or agency maintained by the Corporate Trust Office of the Trustee) (the “Place of Payment”)Company for such purpose; provided, -------- however, that at the option of the Company payment of interest on a Note may be made by ------- check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register; provided further that all payments of the principal ---------------- (and premium, if any) and interest on Notes, the Holders of which have given wire transfer instructions to the Company or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. The Notes shall be subject to redemption as provided in Article XI.
Appears in 1 contract
Samples: Indenture (Afc Enterprises Inc)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is unlimited. The aggregate principal amount of Initial Notes which shall be authenticated and delivered under this Indenture is $400,000,000 in principal amount of Initial Notes, except for Initial Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Initial Notes pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1015 or 1108. In addition, the Issuer may, from time to time, without notice to or the consent of the Holders of Notes, create and issue Additional Notes under this Indenture ranking equally with the Initial Notes in all respects, subject to the limitations described in Section 1008 hereof. Such Additional Notes may be consolidated and form a single series with the Initial 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 limitedissue any Additional Notes, unless immediately after giving effect to such issuance, no Default or Event of Default shall have occurred and be continuing. The Initial Notes will shall be issued known and designated as the “5.875% Senior Notes due 2022,” in the case of either Series A Notes or Series B Notes of the Issuer. Additional Notes shall be known and designated as the “5.875% Senior Notes due 2022” of the Issuer. With respect to any Additional Notes, the Issuer shall set forth in (a) a Board Resolution and (b) (i) an Officers’ Certificate or (ii) one or more indentures supplemental hereto, the following information:
(1) The aggregate principal amount of $320.0 millionsuch Additional Notes to be authenticated and delivered pursuant to this Indenture; and
(2) the issue price and the issue date of such Additional Notes. All Unless otherwise specified herein, the Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of this Indenture and are together referred to as the “Notes.” Holders of the Initial Notes and the Additional Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes will or the Additional Notes shall have the right to vote or consent as a separate class separate from one another on any mattermatter to which such Holders are entitled to vote or consent. Each of the Initial Notes and the Additional Notes (including any Exchange Notes issued will rank pari passu in exchange therefor) will vote (or consent) as a class right of payment with the other Notes and otherwise be treated as Notes for all purposes of this Indentureeach other. The Notes shall be known and designated as the “8% Senior Subordinated Notes Due 2014” of the Company. The final Stated Maturity of the Notes shall be April November 15, 2014. Interest on 2022, and the Outstanding principal amount of Notes will accrue shall each bear interest at the rate of 85.875% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each yearplus Additional Interest, commencing on October 15if any, 2004from November 5, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue 2014 or from the most recent date Interest Payment Date to which interest has been paid, as the case may be, payable on May 15, 2015 and semiannually thereafter on May 15 and November 15, in each year, until the principal thereof is paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Datefor. The principal of, and premium, if any, and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company Issuer maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”)such purpose; provided, however, that at the option of the Company payment Issuer, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Interest Payment Date) by the Holder thereof. If any of the Notes are held by the Depositary, payments of interest on a Note may be made by check mailed wire transfer to the address Depositary. The Trustee is hereby initially designated as the Paying Agent under this Indenture. The Notes shall be redeemable as provided in Article Eleven. The obligations of the Person entitled thereto Issuer pursuant to the Notes shall be guaranteed by each and every Guarantor as such address provided in Article Thirteen of this Indenture. The Notes shall appear be redeemable, at the option of the Holder, upon a Change of Control as provided in Section 1015 of this Indenture. At the Note Registerelection of the Issuer, the entire Indebtedness on the Notes or certain of the Issuer’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.
Appears in 1 contract
Samples: Indenture (Media General Inc)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The Initial ; provided, however, that any Additional Notes will be issued under this Indenture are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote accordance with Sections 303 and consent together on all matters 1011 hereof, as one class, and none part of the Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the “88 1/8% Senior Subordinated Secured Notes Due 2014due 2017” of the Company. The final Stated Maturity of the Notes shall be April 15February 1, 2014. Interest on 2017, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 88 1/8% per annum from January 25, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on August 1, 2011 and will be payable semi-annually thereafter on February 1 and August 1 in arrears each year and at said Stated Maturity, 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 on April the January 15 and October July 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company maintained for that such purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); providedor, however, that at the option of the Company Company, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more 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 Company’s office or agency shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The 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 Guarantors.
Appears in 1 contract
Title and Terms. There is hereby created under the Indenture a series of Debt Securities known and designated as the “4.300% Notes due 2032” of the Company. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Third Supplemental Indenture is not limited. The Initial initially limited to $200,000,000, except for Notes will be issued authenticated and delivered upon reregistration of, transfer of, or in an aggregate principal amount of $320.0 million. All the exchange for, or in lieu of, other Notes shall vote and consent together on all matters as one classpursuant to Sections 2.07, and none 2.08, 2.09 or 9.04 of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known Company 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 designated other terms as the “8% Senior Subordinated Notes Due 2014” (other than the date of issuance and, under certain circumstances, the Companyfirst interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The final Stated Maturity for payment of principal of the Notes shall be April 15August 1, 2014. Interest on 2032, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 84.300% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each yearannum, commencing on October 15from July 28, 20042017, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 1 and August 1 of each year (commencing February 1, 2018, to the Persons in whose names the Notes are registered at the close of business on January 15 or July 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for or, if no interest has been paid, from April 13, 2004; and interest on any Additional payment. The Notes (and Exchange Notes shall be initially issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided form of a Global Security and the depositary for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Notes shall be payableThe Depository Trust Company, and the Notes may be exchanged or transferredNew York, at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) New York (the “Place of PaymentDepositary”); provided. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of Note attached hereto as Exhibit A is hereby adopted, however, that at the option pursuant to Section 9.01(j) of the Company payment Indenture, as a form of interest on Debt Securities of a Note may be made by check mailed to the address series that consists of the Person entitled thereto as such address shall appear in the Note RegisterNotes.
Appears in 1 contract
Samples: Third Supplemental Indenture (Worthington Industries Inc)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $900,000,000, 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 as may be limited by applicable law; provided that the aggregate principal amount of Senior Secured Notes outstanding at any time shall not limitedexceed $1.9 billion. The Initial Notes will be issued in an aggregate principal amount of $320.0 million900,000,000. All the Original Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Company may issue Additional Notes hereunder. Additional Notes (including any Exchange Notes issued in exchange therefor) will shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"9 5/8% Senior Subordinated Notes Secured Notes, Series A, Due 2014” 2007" of the Company. The final Stated Maturity of the Notes shall be April 15May 1, 20142007. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the rate of 89 5/8% per annum and will be payable semi-annually semiannually in arrears on April 15 May 1 and October 15 November 1 in each year, commencing on October 15November 1, 20041999, to holders Holders of record at the close of business on the immediately preceding April 1 15, and October 115, respectively (each such April 1 15 and October 1, 15 a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13May 17, 2004; 1999, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, 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 extent lawful, on overdue installments of interest and Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest onand Liquidated Damages, if any, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”") in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Title and Terms. The Notes shall be issued in one series. The aggregate principal amount of the Notes that may initially be authenticated and delivered and Outstanding under this Third Supplemental Indenture is not limitedlimited to $1,000,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306 or 906 of the Existing Indenture or Article Two of this Third Supplemental Indenture. The Initial Notes will be issued in an aggregate principal amount of $320.0 million. All Company may, without the Notes shall vote and consent together on all matters as one class, and none of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number, ISIN and common code and terms as to status, redemption or otherwise as the Notes, in which event such notes, the Original Notes will have and the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other for any such Original Notes and otherwise be treated as Notes shall constitute one series for all purposes of this under the Indenture, including without limitation, amendments, waivers and redemptions. The Notes shall be known and designated as the “8% Senior Subordinated Notes Due 2014” of the Company. The final Stated Maturity of the Notes shall be April 15May 1, 20142036, and 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. Interest on The Company shall have no obligation to redeem or purchase the Outstanding principal amount of Notes will accrue pursuant to any sinking fund or analogous provision, or at the rate option of 8% per annum a Holder thereof. The Notes shall be redeemable at the election of the Company from time to time, in whole or in part, at the times and will at the prices specified in the form of Note set forth in Section 2.3 of this Third Supplemental Indenture. The Notes shall be payable semi-annually in arrears on April 15 subject to the defeasance and October 15 in each yeardischarge 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, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from and the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from for any Original Notes shall constitute one series for all purposes under the most recent date to which interest has been paid or duly provided for orIndenture, if no interest has been paid on such Additional Notesincluding without limitation, from amendments, waivers and redemptions. All Exchange Notes issued upon any exchange of the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Original Notes shall be payablethe valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Original Notes may be exchanged or transferred, at surrendered upon such exchange. Subject to the office or agency second paragraph of Section 307 of the Company maintained Existing Indenture, each Exchange Note delivered in exchange for that purpose (an Original Note shall carry the rights to interest accrued and unpaid, and to accrue, which initially were carried by such Original Note. The Notes shall be the Corporate Trust Office issuable only in fully registered form without coupons and only in denominations of $100,000 and multiples of $1,000 in excess thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterExisting Indenture.
Appears in 1 contract
Samples: Third Supplemental Indenture (American International Group Inc)
Title and Terms. The aggregate principal amount of Notes that --------------- may be authenticated and delivered and Outstanding under this Indenture is not limited, except as provided in Section 406 and except as may be limited by ----------- applicable law. The Initial Notes will be issued in an aggregate principal amount of $320.0 million175,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"9 1/2% Senior Subordinated Notes Due 2014” 2009" of the Company. The final Stated Maturity of the Notes shall be April June 15, 20142009. Interest on the Outstanding principal amount of Notes will accrue at the rate of 89 1/2% per annum and will be payable semi-annually in arrears on April June 15 and October December 15 in each year, commencing on October December 15, 20042001, to holders of record on the immediately preceding April June 1 and October December 1, respectively (each such April June 1 and October December 1, a “"Regular Record Date”"). ------------------- Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004the Issue Date; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest oninterest, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company maintained for that purpose (which initially shall be in the Corporate Trust Office Borough of the Trustee) Manhattan, The City of New York (the “"Place of Payment”"); ---------------- provided, however, that at the option of the Company payment of interest on a -------- ------- Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Title and Terms. The aggregate principal amount Notes are an issue of Notes that may be authenticated and delivered and Outstanding Securities under this Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one classIndenture, and none of shall be entitled to all the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes benefits and otherwise be treated as Notes for all purposes of this Indenture. The Notes limitations thereof, and shall be known and designated as the “871/2% Senior Subordinated Notes Due 2014due 2016” of the Company. The final Stated Maturity aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture shall be unlimited. The Company is initially issuing $150,000,000 aggregate principal amount of Notes as of the date hereof. This series of Notes may be reopened from time to time for the issuance of additional Notes, subject to compliance with the Indenture. The Trustee shall authenticate and deliver Notes upon the order of the Company signed by one Officer and delivered to the Trustee, which order shall specify the amount of securities to be issued and the date of issuance thereof. The stated maturity of the Notes shall be April May 15, 2014. Interest on 2016 and they shall bear interest as provided in the Outstanding principal amount form of Notes will accrue at Note (which is incorporated herein by reference) and in the rate of 8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment DateIndenture. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office such purpose, as provided in Section 4.02 of the Trustee) (the “Place of Payment”)Original Indenture; provided, however, that that, at the option of the Company payment of Company, interest on a Note may be made paid on Notes in definitive form by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Register. The Notes shall be redeemable as provided in the form of Note Register.and in Article III of the Original Indenture. Dated as of May 23, 2006 RANGE RESOURCES CORPORATION Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer PMOG HOLDINGS, INC. Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer RANGE ENERGY I, INC. Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer RANGE HOLDCO, INC. Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer RANGE PRODUCTION I, L.P. By: RANGE PRODUCTION COMPANY, its General Partner Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer RANGE PRODUCTION COMPANY Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer RANGE ENERGY VENTURES CORPORATION Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer RANGE OPERATING NEW MEXICO, INC. Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer GREAT LAKES ENERGY PARTNERS, L.L.C. By: RANGE HOLDCO, INC. Its member Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer By: RANGE ENERGY I, INC. Its member Attest: By: /s/ Rxxxx X. Mxxxx Name: Rxxxx X. Manny /s/ Rxxxxx Xxxxxx Title: Senior Vice President and Rxxxxx Xxxxxx, Secretary Chief Financial Officer
Appears in 1 contract
Samples: First Supplemental Indenture (Range Resources Corp)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedinitially limited to $325,000,000, 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 as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $320.0 million325,000,000. All the Original Notes shall vote and consent together on all matters as one class, and 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, the Company may issue Additional Notes hereunder. Additional Notes (including any Exchange Notes issued in exchange therefor) will shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"10 1/2% Senior Subordinated Notes Secured Notes, Due 2014” 2013" of the Company. The final Stated Maturity of the Notes shall be April 15June 1, 20142013. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the rate of 810 1/2% per annum and will be payable semi-annually semiannually in arrears on April 15 June 1 and October 15 December 1 in each year, commencing on October 15December 1, 20042003, to holders Holders of record at the close of business on the immediately preceding April 1 May 15 and October 1November 15, respectively (each such April 1 May 15 and October 1, November 15 a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13May 20, 2004; 2003, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, 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 extent lawful, on overdue installments of interest and Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest onand Liquidated Damages, if any, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”") in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes will shall be issued in an aggregate principal amount of $320.0 million. All the Notes shall vote one series and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"67/8% Senior Subordinated Notes Due 2014” due 2031" of the Company. The final aggregate principal amount of the Notes that may initially be authenticated and delivered under this Third Supplemental Indenture is limited to $450,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306 or 906 of the Existing Indenture or Article Two of this Third Supplemental Indenture. The Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes, in which event such notes, 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 Stated Maturity of the Notes shall be April November 15, 20142031 and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this Third Supplemental Indenture. Interest on The Company shall have no obligation to redeem or purchase the Outstanding principal amount of Notes will accrue pursuant to any sinking fund or analogous provision, or at the rate option of 8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment DateHolder thereof. The principal ofNotes shall be redeemable at the election of the Company, as a whole or from time to time in part at the times and premium, if any, at the prices specified in the form of Note set forth in Section 2.3 of this Third Supplemental Indenture. The Notes shall be subject to the defeasance and interest ondischarge 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 payableissued in the form of one or more Global Notes, as provided in this Third Supplemental Indenture, registered in the name of The Depository Trust Company, as Depositary, or 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 Third Supplemental Indenture and may be exchanged in whole or transferredin part for Notes registered, at and transfers of Global Notes in whole or in part may be registered, in the office name or agency names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall have the benefit of the Company maintained covenants set forth in Article Three of this Third Supplemental Indenture, in addition to the 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 that purpose (which initially all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Notes shall be the Corporate Trust Office issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterExisting Indenture.
Appears in 1 contract
Samples: Third Supplemental Indenture (Tenet Healthcare Corp)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The Initial ; provided, however, that any Additional Notes will be issued under this Indenture are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote accordance with Sections 303 and consent together on all matters 1011 hereof, as one class, and none part of the Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the “811% Senior Subordinated Secured Notes Due 2014due 2019” of the CompanyIssuers. The final Stated Maturity of the Notes shall be April August 15, 2014. Interest on 2019, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 811% per annum from August 9, 2012, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on February 15, 2013 and will be payable semi-annually in arrears thereafter on April February 15 and October August 15 in each yearyear and at said Stated Maturity, commencing on October 15, 2004, until the principal thereof is paid or duly provided for and to holders the Person in whose name the Note (or any Predecessor Note) is registered at the close of record business on the February 1 and August 1 immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company Issuers maintained for that such purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); providedor, however, that at the option of the Company Issuers, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more 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 Issuers’ office or agency shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuers is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.
Appears in 1 contract
Samples: Indenture (TRAC Intermodal LLC)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding 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 Initial Notes will be issued terms and provisions contained in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one classconstitute, and none of the Notes will have the right to vote or consent as are hereby expressly made, a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes 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 shall govern and be controlling. The Notes shall be known and designated as the “89.000% Senior Subordinated Secured Second Lien Notes Due 2014due 2026” of the CompanyIssuer. The final Stated Maturity of the principal of the Notes shall be April 151, 2014. Interest on 2026, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 89.000% per annum from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, initially payable on October 1, 2019 and will be payable semi-annually thereafter in arrears on April 15 1 and October 15 in 1 of each year, commencing on October 15, 2004, until the principal thereof is paid or duly provided for and to holders the Person in whose name the Note (or any Predecessor Note) is registered at the close of record business (if applicable) on the March 15 and September 15 (whether or not a Business Day) immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company Paying Agent maintained for that such purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); providedas set forth in Section 3.02, howeveror, that at the option of the Company Issuer, payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Note RegisterRegister 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 more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures.
Appears in 1 contract
Samples: Indenture (Manitowoc Co Inc)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $320.0 300.0 million. All the Notes shall vote and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the “84.125% Senior Subordinated Notes Due 20142024” of the Company. The final Stated Maturity of the Notes shall be April August 15, 20142024. Interest on the Outstanding principal amount of Notes will accrue at the rate of 84.125% per annum and will be payable semi-annually in arrears on April February 15 and October August 15 in each year, commencing on October February 15, 20042017, to holders of record on the immediately preceding April February 1 and October or August 1, respectively (each such April February 1 and October or August 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004the Issue Date; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest oninterest, on the Notes shall be payable, and the Notes may be exchanged or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the TrusteeTrustee (which, for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Samples: Second Supplemental Indenture (Graphic Packaging Holding Co)
Title and Terms. The Notes shall be issued in two series. The aggregate principal amount of the Notes that may initially be authenticated and delivered and Outstanding under this First Supplemental Indenture is not limitedlimited to $1,500,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306 or 906 of the Existing Indenture or Article Two of this Second Supplemental Indenture. The Initial Notes will be issued in an aggregate principal amount of $320.0 million. All Company may, without the Notes shall vote and consent together on all matters as one class, and none of the Holders of Notes will have of any series, issue additional notes having the right same ranking, interest rate, Stated Maturity, CUSIP number, ISIN and common code and terms as to vote status, redemption or consent otherwise as a class separate from one another on any matter. Additional the Notes, in which event such notes, the Original Notes (including any of such series and the Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other for any such Original Notes and otherwise be treated as Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Stated Maturity shall be October 1, 2010 in the case of the 5-Year Notes and October 1, 2015 in the case of the 10 -Year Notes, and each of the 5-Year Notes and the 10-Year Notes 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 option of a Holder thereof. The Notes shall be 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 Note set forth in Section 2.3 of this First Supplemental Indenture. The Notes shall be known subject to the defeasance and designated as the “8% Senior Subordinated Notes Due 2014” discharge provisions of Section 1302 of the Company. The final Stated Maturity Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Notes shall be April 15Existing Indenture. Unless the context otherwise requires, 2014. Interest on the Outstanding principal amount of Notes will accrue at the rate of 8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from of each series and the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from for any Original Notes of that series shall constitute one series for all purposes under the most recent date to which interest has been paid or duly provided for orIndenture, if no interest has been paid on such Additional Notesincluding without limitation, from amendments, waivers and redemptions. All Exchange Notes issued upon any exchange of the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Original Notes shall be payablethe valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Original Notes may be exchanged or transferred, at surrendered upon such exchange. Subject to the office or agency second paragraph of Section 307 of the Company maintained Existing Indenture, each Exchange Note delivered in exchange for that purpose (an Original Note shall carry the rights to interest accrued and unpaid, and to accrue, which initially were carried by such Original Note. The Notes shall be the Corporate Trust Office issuable only in fully registered form without coupons and only in denominations of the Trustee) (the “Place $100,000 and multiples of Payment”)$1,000 in excess thereof; provided, however, that at the option a Note with a denomination less than $200,000 may be transferred only in whole and not in part. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterExisting Indenture.
Appears in 1 contract
Samples: Supplemental Indenture (American International Group Inc)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedinitially limited to $ , 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 as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $320.0 million$ . All the Original Notes shall vote and consent together on all matters as one class, and 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, the Company may issue Additional Notes (including any Exchange hereunder. Additional Notes issued in exchange therefor) will shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8% “ Senior Subordinated Notes Notes, Due 201420__” of the Company. The final Stated Maturity of the Notes shall be April 15, 201420__. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the following rate of 8% per annum annum: 1, and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 200420__, to holders Holders of record at the close of business on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; 20__, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, 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 extent lawful, on overdue installments of interest at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest on, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the each, a “Place of Payment”) in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Title and Terms. The Except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 307, 310, 906, 1016, 1017 or 1108 or pursuant to an Exchange Offer, the aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is limited to $300,000,000, including (a) $200,000,000 in aggregate principal amount of Notes being offered on the Issuance Date and (b) additional series of notes which may be offered subsequent to the Issuance Date (the "Subsequent Series Notes") in an aggregate principal amount not limited. The Initial to exceed $100,000,000, in each case upon receipt by the Trustee of a Company Order, Officers' Certificate and Opinion of Counsel in accordance with Section 303; PROVIDED, however, that no Subsequent Series Notes will may be issued authenticated and delivered in an aggregate principal amount of less than $320.0 million25,000,000. All Notes issued on the Issuance Date and all Subsequent Series Notes shall be identical in all respects other than issuance dates, the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, all Notes issued under this Indenture shall vote and consent together on all matters as one class, class and none no series of the Notes will have the right to vote or consent as a separate class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Initial Notes shall be known and designated as the “8"9 1/4% Senior Subordinated Notes Due 2014” due 2008" and the Exchange Notes shall be known and designated as the "9 1/4% Series B Senior Subordinated Notes due 2008," in each case, of the Company. The final Stated Maturity of the Notes shall be April 15February 1, 2014. Interest on the Outstanding principal amount of Notes will accrue 2008, and they shall bear interest at the rate of 89 1/4% per annum annum, which rate may be increased in the event of a Registration Default pursuant to Section 2(f) of the Registration Rights Agreement dated January 21, 1998 by and will be payable semi-annually in arrears on April 15 among the Company and October 15 in each year, commencing on October 15, 2004, to holders of record the parties named on the immediately preceding April 1 and October 1signature pages thereof, respectively (each such April 1 and October 1from January 21, a “Regular Record Date”). Interest on the Original Notes will accrue 1998, or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable on August 1 and semi-annually thereafter on February 1 and August 1 in each year, from April 13, 2004; until the principal thereof is paid in full and interest on any Additional Notes (and Exchange Notes issued to the Person in exchange therefor) will accrue whose name the Note (or any predecessor Note) is registered at the close of business on the January 15 or July 15 next preceding such interest payment date. Interest will be deemed to have accrued) from computed on the most recent date to which interest has been basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for orfor. Interest on any overdue principal, interest (to the extent lawful) or premium, if no interest has been paid any, shall be payable on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Datedemand. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company maintained for that such purpose (which initially shall be the Corporate Trust Office in The City of New York, or at such other office or agency of the Trustee) (the “Place of Payment”)Company as may be maintained for such purpose; providedPROVIDED, howeverHOWEVER, that that, at the option of the Company Company, payment of interest on a Note may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Note Register; PROVIDED that all payments of principal, premium, if any, and interest 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 have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article Twelve and in the Notes. The Indebtedness evidenced by the Notes shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen.
Appears in 1 contract
Samples: Indenture (Accuride Corp)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The ; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes will be Notes, are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one classaccordance with Section 3.03 hereof, and none of the Notes will have the right to vote or consent as form a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be treated as Notes for all purposes of issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “86.00% Senior Subordinated Notes Due 20142025” of the Company. The final Stated Maturity stated maturity of the Notes shall be April 15December 1, 2014. Interest on 2025 (the Outstanding principal amount of “Stated Maturity”), and the Notes will accrue shall bear interest at the rate provided in the Notes from November 13, 2018, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, 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 8% per annum and will be payable semi-annually in arrears business on April the May 15 and October November 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1such Interest Payment Date (each, respectively (each such April 1 and October 1whether or not a Business Day, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any), interest and interest onAdditional Interest, if any, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company maintained for that such purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); providedor, however, that at the option of the Company Company, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest and Additional 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 shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 11.09. The Notes shall be redeemable as provided in Article Eleven of this Indenture and 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
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8% Floating Rate Senior Subordinated Notes Due 2014due 2018” of the CompanyIssuer. The final Stated Maturity of the Notes shall be April 15, 2014. Interest on the Outstanding entire unpaid principal amount of Notes will accrue at each Note shall become due and payable to the rate of 8% per annum and will be payable semi-annually in arrears Holder thereof on April 15 and October 15 in each yearJuly 6, commencing on October 15, 2004, to holders of record on 2018 (the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Maturity Date”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at an annual rate of interest for the applicable Interest Period equal to the Three-Month CDOR Rate plus 0.80% per annum from July 6, 2015 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for for. Such interest shall be payable quarterly on January 6, April 6, July 6 and October 6 of each year (or, if no interest has been paidsuch date is not a Business Day, from April 13the Modified Following Business Day (each such date, 2004; and interest an Interest Payment Date for purposes of this Supplemental Indenture)), commencing on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from October 6, 2015 until the most recent date to which interest has been principal thereof is paid or duly provided for. Interest on the Notes shall be payable in arrears. The Regular Record Date for or, if no the interest has been paid payable on such Additional Notes, from the any Interest Payment Date shall be the tenth (10th) Business Day immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$200,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 502 hereof. Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued under the Indenture from time to time by the Issuer without notice to or consent of the Holders, subject to the Issuer complying with any applicable provision of the Indenture (“Additional Notes”). Any Additional Notes created and issued shall have the same terms and conditions as the Notes issued on the date hereof, except for their date of issue, issue price and, if applicable, offering price and first Interest Payment Date. Any Additional Notes having such similar terms, together with the Notes issued on the date hereof, shall constitute a single series of Notes under the Indenture. No Additional Notes may be issued if an Event of Default has occurred with respect to the Notes. The Notes shall be unsecured, unsubordinated obligations of the Issuer ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Issuer. The Notes shall be denominated in, and all principal of, and premium, interest and premium (if any, and interest ) on, the Notes shall be payablepayable in Canadian dollars. The Issuer will, on each Interest Determination Date, determine the Three-Month CDOR Rate for the applicable Interest Period and notify the Trustee of such applicable Three-Month CDOR Rate. All percentages resulting from any calculation of the interest rate on the Notes will be rounded to the nearest one hundred-thousandth of a percentage point with five one millionths of a percentage point rounded upwards, and all Canadian dollar amounts used in or resulting from such calculation on the Notes may will be exchanged or transferred, at rounded to the office or agency nearest cent (with one-half cent being rounded upward). Each calculation of the Company maintained for that purpose interest rate on the Notes by the Issuer will (which initially shall in the absence of manifest error) be final and binding on the Corporate Trust Office of Holders and the Trustee) (. Upon request from any Holder of Notes, the “Place of Payment”); providedIssuer will provide the interest rate in effect for the Notes for the current Interest Period. The Issuer shall not be obligated to redeem, however, that purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at the option of a Holder of the Company payment of interest on a Note may Notes except as provided in Article Five hereof. The Notes shall be made by check mailed subject to the address covenants (and the related definitions) set forth in Articles Seven and Nine of the Person entitled thereto Indenture and, except as such address shall appear otherwise provided herein, to any other covenant in the Note RegisterIndenture, and to the defeasance and discharge provisions set forth in Article Three thereof.
Appears in 1 contract
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The Initial ; provided, however, that any Additional Notes will be issued under this Indenture are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureInitial Notes. The Notes shall be known and designated as the “86.500% Senior Subordinated Notes Due 2014due 2027” of the CompanyCo-Issuers. The final Stated Maturity of the Notes shall be April October 15, 2014. Interest on 2027, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 86.500% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October April 15, 20042020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to holders the Person in whose name the Note (or any predecessor Note) is registered at the close of record business on the immediately preceding April 1 and October 1, respectively 1 immediately preceding such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company Issuer maintained for that such purpose (which initially shall be within the Corporate Trust Office City and State of the Trustee) (the “Place of Payment”); providedNew York or, however, that at the option of the Company Issuer, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more 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 Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The 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 Guarantors.
Appears in 1 contract
Samples: Indenture (Telesat Canada)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedinitially limited to $393,000,000, 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 as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $320.0 million393,000,000. All the Original Notes shall vote and consent together on all matters as one class, and 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, the Company may issue Additional Notes hereunder. Additional Notes (including any Exchange Notes issued in exchange therefor) will shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"9 1/2% Senior Subordinated Notes Secured Notes, Due 2014” 2008" of the Company. The final Stated Maturity of the Notes shall be April December 15, 20142008. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the rate of 89 1/2% per annum and will be payable semi-annually semiannually in arrears on April June 15 and October December 15 in each year, commencing on October June 15, 20042002, to holders Holders of record at the close of business on the immediately preceding April June 1 and October December 1, respectively (each such April June 1 and October 1, December 1 a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13December 4, 2004; 2001, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, 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 extent lawful, on overdue installments of interest and Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest onand Liquidated Damages, if any, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”") in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedinitially limited to $300,000,000, but may be increased, without limit, subject to compliance with the covenants contained in Article 4 below and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $320.0 million300,000,000. All the Original Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder. Additional Notes (including any Exchange Notes issued in exchange therefor) will shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"10-1/4% Senior Subordinated Notes Due 2014” 2009" of the CompanyIssuers. The final Stated Maturity of the Notes shall be April February 15, 20142009. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the rate of 810-1/4% per annum and will be payable semi-annually semiannually in arrears on April February 15 and October August 15 in each year, commencing on October August 15, 20041999, to holders of record at the close of business on the immediately preceding April February 1 and October August 1, respectively (each such April February 1 and October August 1, a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13February 25, 2004; 1999, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal at a rate of 1% per annum in excess of the interest rate referred to above and will pay interest on overdue installments of interest at such higher rate to the extent permitted by law. The principal of, and premium, if any, and interest oninterest, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company Issuers maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”") in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Samples: Indenture (Triarc Companies Inc)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $320.0 350.0 million. All the Notes shall vote and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the “83.500% Senior Subordinated Notes Due 20142029” of the Company. The final Stated Maturity of the Notes shall be April 15March 1, 20142029. Interest on the Outstanding principal amount of Notes will accrue at the rate of 83.500% per annum and will be payable semi-annually in arrears on April 15 March 1 and October 15 in September 1 of each year, commencing on October 15March 1, 20042021, to holders of record on the immediately preceding April 1 and October 1February 15 or August 15 (whether or not a Business Day), respectively (each such April 1 and October 1February 15 or August 15, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004the Issue Date; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest oninterest, on the Notes shall be payable, and the Notes may be exchanged or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the TrusteeTrustee (which, for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Graphic Packaging International, LLC)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedinitially limited to $500,000,000, but may be increased, without limit, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $320.0 million500,000,000. All the Original Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Company may issue Additional Notes hereunder. Additional Notes (including any Exchange Notes issued in exchange therefor) will shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"10 7/8% Senior Subordinated Notes Due 2014” 2009" of the Company. The final Stated Maturity of the Notes shall be April 15May 1, 20142009. Interest on the Outstanding principal amount of Notes will accrue accrue, subject to Section 3.11, at the rate of 810 7/8% per annum and will be payable semi-annually semiannually in arrears on April 15 May 1 and October 15 November 1 in each year, commencing on October 15November 1, 20041999, to holders Holders of record at the close of business on the immediately preceding April 1 15 and October 115, respectively (each such April 1 15 and October 115, a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13May 17, 2004; 1999, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, 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 extent lawful, interest on overdue installments of interest and Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest onand Liquidated Damages, if any, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”") in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited, except as provided in Section 406 and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $320.0 million400,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8"9 3/4% Senior Subordinated Notes Due 2014” 2008" of the Company. The final Stated Maturity of the Notes shall be April June 15, 20142008. Interest on the Outstanding principal amount of Notes will accrue at the rate of 89 3/4% per annum and will be payable semi-annually in arrears on April June 15 and October December 15 in each year, commencing on October December 15, 20041998, to holders of record on the immediately preceding April June 1 and October December 1, respectively (each such April June 1 and October December 1, a “"Regular Record Date”"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004the Issue Date; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes; provided, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest oninterest, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the “each, a "Place of Payment”)") and, for so long as the Notes are listed on the Luxembourg Stock Exchange, Notes may be presented or surrendered for payment at an office or agency of the Company maintained for that purpose in Luxembourg; provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.the
Appears in 1 contract
Samples: Indenture (Us Office Products Co)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The ; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes will be Notes, are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one classaccordance with Section 3.03 hereof, and none of the Notes will have the right to vote or consent as form a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be treated as Notes for all purposes of issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “85.50% Senior Subordinated Notes Due 20142023” of the Company. The final Stated Maturity stated maturity of the Notes shall be April 15March 1, 2014. Interest on 2023 (the Outstanding principal amount of “Stated Maturity”), and the Notes will accrue shall bear interest at the rate provided in the Notes from August 18, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, 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 8% per annum and will be payable semi-annually in arrears business on April the February 15 and October August 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1such Interest Payment Date (each, respectively (each such April 1 and October 1whether or not a Business Day, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any), interest and interest onAdditional Interest, if any, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company maintained for that such purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); providedor, however, that at the option of the Company Company, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest and Additional 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 shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 11.09. The Notes shall be subject to mandatory redemption pursuant as provided in Section 11.10. The Notes shall be redeemable as provided in Article Eleven of this Indenture and 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
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding 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 Initial Notes will be issued terms and provisions contained in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one classconstitute, and none of the Notes will have the right to vote or consent as are hereby expressly made, a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes 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 shall govern and be controlling. The Notes shall be known and designated as the “86.375% Senior Subordinated Notes Due 2014due 2030” of the CompanyIssuer. The final Stated Maturity of the Notes shall be April June 15, 2014. Interest on 2030, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 86.375% per annum from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on January 15, 2023 and will be payable semi-annually in arrears thereafter on April January 15 and October July 15 in each yearyear and at said Stated Maturity, commencing 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 on October 15, 2004, to holders of record on the January 1 and July 1 immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office offices or agency agencies of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); providedIssuer set forth in Section 302, howeveror, that at the option of the Company Issuer, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or 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. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1012. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1013. The Notes shall be redeemable as provided in Article Eleven. 45 The 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 Guarantors.
Appears in 1 contract
Title and Terms. The Notes shall be issued in two series. The aggregate principal amount of the Notes that may initially be authenticated and delivered and Outstanding under this First Supplemental Indenture is not limitedlimited to $1,500,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306 or 906 of the Existing Indenture or Article Two of this First Supplemental Indenture. The Initial Notes will be issued in an aggregate principal amount of $320.0 million. All Company may, without the Notes shall vote and consent together on all matters as one class, and none of the Holders of Notes will have of any series, issue additional notes having the right same ranking, interest rate, Stated Maturity, CUSIP number and terms as to vote status, redemption or consent otherwise as a class separate from one another on any matter. Additional the Notes, in which event such notes, the Original Notes (including any of such series and the Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other for any such Original Notes and otherwise be treated as Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Stated Maturity shall be May 15, 2008 in the case of the 5 Year Notes and May 15, 2013 in the case of the 10 Year Notes, and each of the 5 Year Notes and the 10 Year Notes 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 option of a Holder thereof. The Notes shall be 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 Note set forth in Section 2.3 of this First Supplemental Indenture. The Notes shall be known subject to the defeasance and designated as the “8% Senior Subordinated Notes Due 2014” discharge provisions of Section 1302 of the Company. The final Stated Maturity Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Notes shall be April 15Existing Indenture. Unless the context otherwise requires, 2014. Interest on the Outstanding principal amount of Notes will accrue at the rate of 8% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from of each series and the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from for any Original Notes of that series shall constitute one series for all purposes under the most recent date to which interest has been paid or duly provided for orIndenture, if no interest has been paid on such Additional Notesincluding without limitation, from amendments, waivers and redemptions. All Exchange Notes issued upon any exchange of the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Original Notes shall be payablethe valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Original Notes may be exchanged or transferred, at surrendered upon such exchange. Subject to the office or agency second paragraph of Section 307 of the Company maintained Existing Indenture, each Exchange Note delivered in exchange for that purpose (an Original Note shall carry the rights to interest accrued and unpaid, and to accrue, which initially were carried by such Original Note. The Notes shall be the Corporate Trust Office issuable only in fully registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterExisting Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (American International Group Inc)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $320.0 400.0 million. All the Notes shall vote and consent together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the “83.750% Senior Subordinated Notes Due 20142030” of the Company. The final Stated Maturity of the Notes shall be April 15February 1, 20142030. Interest on the Outstanding principal amount of Notes will accrue at the rate of 83.750% per annum and will be payable semi-annually in arrears on April 15 February 1 and October 15 in August 1 of each year, commencing on October 15August 1, 20042022, to holders of record on the immediately preceding April 1 and October 1January 15 or July 15 (whether or not a Business Day), respectively (each such April 1 and October 1January 15 or July 15, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004the Issue Date; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest oninterest, on the Notes shall be payable, and the Notes may be exchanged or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the TrusteeTrustee (which, for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register; provided, further, however, Notes represented by one or more Global Notes registered in the name or held by DTC or its nominee shall be made in accordance with DTC’s applicable procedures.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Graphic Packaging Holding Co)
Title and Terms. The (a) Subject to the provisions of this Indenture and applicable law, the aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is not limitedunlimited. The Initial Company may issue Exchange Notes will be issued from time to time pursuant to an exchange offer, in an aggregate each case pursuant to a Board Resolution and subject to Section 303, in authorized denominations in exchange for a like principal amount of $320.0 millionOriginal Notes and Additional Notes, if any. All Upon any such exchange, the Original Notes shall vote be cancelled in accordance with Section 309 and consent together on all matters as one class, shall no longer be deemed Outstanding for any purpose. The Company may from time to time issue Additional Notes pursuant to a Board Resolution and none of the Notes will have the right subject to vote or consent as a class separate from one another on any matter. Additional Section 312.
(b) The Notes (including any Exchange Notes issued in exchange thereforAdditional Notes) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “86¾ % Senior Subordinated Notes Due 2014due 2013” of the Company. The Their final Stated Maturity of the Notes maturity date shall be April 15March 1, 2014. Interest on the Outstanding principal amount of Notes will accrue 2013 and they shall bear interest at the rate of 86¾ % per annum and will be payable semi-annually in arrears on April 15 and October 15 in each yearannum, commencing on October 15from February 24, 20042005, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, as the case may be, regardless of when issued, payable semi-annually in arrears on March 1 and September 1, commencing September 1, 2005, until the principal thereof is paid or made available for orpayment. Notwithstanding the foregoing, Special Interest shall be payable on the Notes under the circumstances and in the manner specified in the Registration Rights Agreement. Accrued Special Interest, if no any, shall be paid in cash in arrears semi-annually on March 1 and September 1 of each year. Whenever in this Indenture there is mentioned, in any context, interest has been paidon, from April 13or in respect of, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will Note, such mention shall be deemed to have accruedinclude mention of Special Interest to the extent that, in such context, Special Interest is, was or would be accrued or payable in respect thereof and express mention of Special Interest in any provisions hereof shall not be construed as excluding Special Interest in those provisions hereof where such express mention is not made.
(c) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company in The City of New York, New York, maintained for that such purpose or at any other office or agency maintained by the Company for such purpose (which shall initially shall be the Corporate Trust Office an office or agency of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made paid (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterRegister or (2) by wire transfer to an account located in the United States maintained by the payee.
(d) Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Notes shall be subject to repurchase by the Company pursuant to a Prepayment Offer as provided in Sections 1013.
(e) The Notes shall be redeemable as provided in Article Eleven and in the Notes.
(f) The due and punctual payment of principal of, and 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 Guarantors.
(g) The Notes shall be subject to defeasance at the option of the Company as provided in Article Thirteen.
(h) The Notes do not have the benefit of any sinking fund obligation.
(i) Unless the context otherwise requires, the Original Notes, the Additional Notes and the Exchange Notes shall constitute one class and series of securities for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders or, redemption, Prepayment Offer or Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Sanmina-Sci Corp)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The Initial ; provided, however, that any Additional Notes will be issued under this Indenture are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureInitial Notes. The Notes shall be known and designated as the “86.0% Senior Subordinated Notes Due 20142017” of the CompanyCo-Issuers. The final Stated Maturity of the Notes shall be April May 15, 2014. Interest on 2017, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 86.0% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on April May 15 and October November 15 in each year, commencing on October year beginning November 15, 20042012, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to holders the Person in whose name the Note (or any predecessor Note) is registered at the close of record business on the May 1 and November 1 immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company Issuer maintained for that such purpose (which initially shall be the Corporate Trust Office in The City and State of the Trustee) (the “Place of Payment”); providedNew York or, however, that at the option of the Company Issuer, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more 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 Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The 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 Guarantors.
Appears in 1 contract
Samples: Indenture (Telesat Canada)
Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limitedinitially limited to $875,000,000, 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 as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $320.0 million875,000,000. All the Original Notes shall vote and consent together on all matters as one class, and 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, the Company may issue Additional Notes (including any Exchange hereunder. Additional Notes issued in exchange therefor) will shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the “8% Senior Subordinated Notes Notes, Due 2014” of the Company. The final Stated Maturity of the Notes shall be April September 15, 2014. Interest on the Outstanding principal amount of Notes will accrue at the rate of 8% per annum and will be payable semi-annually semiannually in arrears on April March 15 and October September 15 in each year, commencing on October March 15, 20042007, to holders Holders of record at the close of business on the immediately preceding April March 1 and October September 1, respectively (each such April March 1 and October 1, September 1 a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13September 20, 2004; 2006, and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, 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 extent lawful, on overdue installments of interest at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest on, on the Notes shall be payable, and payable at the Notes may be exchanged Corporate Trust Office or transferred, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate Trust Office of the Trustee) (the each, a “Place of Payment”) in the manner provided in Section 4.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.
Appears in 1 contract
Samples: Indenture (Lyondell Chemical Co)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is not limited. The Initial ; provided, however, that any Additional Notes will be issued under this Indenture are issued in an aggregate principal amount of $320.0 million. All the Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureInitial Notes. The Notes shall be known and designated as the “85.625% Senior Subordinated Secured Notes Due 2014due 2026” of the CompanyCo-Issuers. The final Stated Maturity of the Notes shall be April 15December 6, 2014. Interest on 2026, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 85.625% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 June 1 and October 15 December 1 in each year, commencing on October 15December 1, 20042021, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to holders the Person in whose name the Note (or any predecessor Note) is registered at the close of record business on the May 15 and November 15 immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company Issuer maintained for that such purpose (which initially shall be within the Corporate Trust Office City and State of the Trustee) (the “Place of Payment”); providedNew York or, however, that at the option of the Company Issuer, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more 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 Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The 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 Guarantors.
Appears in 1 contract
Samples: Indenture (Telesat Canada)
Title and Terms. There is hereby created under the Indenture a series of Debt Securities known and designated as the “4.55% Notes due 2026” of the Company. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Second Supplemental Indenture is not limitedinitially limited to $250,000,000, 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 Initial Notes will be issued Company may without notice to or the consent of the Holders of the Notes, issue in an aggregate principal amount of $320.0 million. All separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes shall vote and consent (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together on all matters as one class, and none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes Notes, will form a single series of this IndentureDebt Securities under the Indenture . The Notes shall be known and designated as the “8% Senior Subordinated Notes Due 2014” of the Company. The final Stated Maturity for payment of principal of the Notes shall be April 15, 2014. Interest on 2026, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 84.55% per annum and will be annum, from April 15, 2014, or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 and October 15 in of each year, year (commencing on October 15, 20042014, to holders the Persons in whose names the Notes are registered at the close of record business on the immediately preceding April 1 and or October 1, respectively (each as the case may be, next preceding such April 1 and October 1interest payment date, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been until principal thereof is paid or duly provided made available for or, if no interest has been paid, from April 13, 2004; and interest on any Additional payment. The Notes (and Exchange Notes shall be initially issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided form of a Global Security and the depositary for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and premium, if any, and interest on, the Notes shall be payableThe Depository Trust Company, and the Notes may be exchanged or transferredNew York, at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) New York (the “Place of PaymentDepositary”); provided. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of Note attached hereto as Exhibit A is hereby adopted, however, that at the option pursuant to Section 9.01(j) of the Company payment Indenture , as a form of interest on Debt Securities of a Note may be made by check mailed to the address series that consists of the Person entitled thereto as such address shall appear in the Note RegisterNotes.
Appears in 1 contract
Samples: Second Supplemental Indenture (Worthington Industries Inc)
Title and Terms. There is hereby created under the Indenture a series of Debt Securities known and designated as the “6.350% Senior Notes due 2028.” The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Second Supplemental Indenture is not limitedinitially limited to $600,000,000, 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 Initial 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 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 be issued in an aggregate principal amount constitute a single series of $320.0 millionDebt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. All The Stated Maturity for the Notes shall vote and consent together on all matters as one classbe August 18, and none 2028 for payment of principal of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the “8% Senior Subordinated Notes Due 2014” of the Company. The final Stated Maturity of the Notes shall be April 15, 2014. Interest on the Outstanding principal amount of Notes will accrue bear interest at the rate of 86.350% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each yearfrom August 18, commencing on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the Original Notes will accrue from 2023 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 18 and August 18 of each year (beginning February 18, 2024), to the Persons in whose names the Notes are registered at the close of business on February 3 or August 3, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for or, if no interest has been paid, 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 April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or this calculation will be deemed rounded to have accrued) from the most recent nearest cent. If any interest payment date, any redemption date, the maturity date to or any other date on which interest has been paid the principal of or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and 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 onshall 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 payableThe 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 may be exchanged or transferredattached hereto as Exhibit A is hereby adopted, at the office or agency pursuant to Section 9.01(i) of the Company maintained for Indenture, as the form of Debt Securities that purpose (which initially shall be the Corporate Trust Office consist of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterNotes.
Appears in 1 contract
Samples: Second Supplemental Indenture (Jacobs Solutions Inc.)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding 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 Initial Notes will be issued terms and provisions contained in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one classconstitute, and none of the Notes will have the right to vote or consent as are hereby expressly made, a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes 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 shall govern and be controlling. The Notes shall be known and designated as the “84.125% Senior Subordinated Notes Due 2014due 2029” of the CompanyIssuer. The final Stated Maturity of the Notes shall be April 15, 2014. Interest on 2029, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 84.125% per annum from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on October 15, 2021 and will be payable semi-annually in arrears thereafter on April 15 and October 15 in each yearyear and at said Stated Maturity, commencing 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 on October 15, 2004, to holders of record on the immediately preceding April 1 and October 1, respectively 1 immediately preceding such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office offices or agency agencies of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); providedIssuer set forth in Section 302, howeveror, that at the option of the Company Issuer, payment of interest on a Note may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or 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. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article Eleven. The 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 Guarantors.
Appears in 1 contract
Samples: Indenture (BWX Technologies, Inc.)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture, from time to time after the date hereof, is unlimited. The initial aggregate principal amount of Notes to be issued under this Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one class208,105,000, and none the Company may, without notice to or consent of the Holders of or the owners of the beneficial interests in the Outstanding Notes, issue additional Notes, subsequent to the date hereof, having the same ranking, interest rate, maturity or other terms of the Notes will have then Outstanding. Any such additional notes issued could be considered part of the right to vote or consent as a class separate from one another on any matter. Additional same series of Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of under this Indenture. The Notes shall be known and designated Indenture as the “8% Senior Subordinated Notes Due 2014” of the Companythen Outstanding. The final Stated Maturity of the Notes shall be April 15December 1, 20142013. The Notes shall bear interest (other than Additional Interest) at the rate of 7% per annum, from the Issue Date or from the most recent Interest Payment Date to which interest has been paid, as the case may be. Additional Interest on the Outstanding principal amount of Notes will accrue from and including the date on which any Registration Default first occurs, and while any such Registration Default has occurred and is continuing, to but excluding the date on which all Registration Defaults have been cured as provided for in the Registration Rights Agreement. Additional Interest will accrue at the rate of 80.25% per annum during the 90-day period immediately following the occurrence of a Registration Default, and while any Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults until the date on which all Registration Defaults have been cured as provided for in the Registration Rights Agreement. Interest on the Notes will be payable semi-annually in arrears on April 15 June 1 and October 15 December 1, in each year, commencing on October 15June 1, 2004, to holders the Holders of record at the close of business on the May 15, and November 15, respectively, immediately preceding April 1 and October 1such Interest Payment Dates, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on until the Original Notes will accrue from the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest for. Interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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 exchangeoverdue principal, interest on (to the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, and extent lawful) or premium, if any, and interest onshall be payable on demand. At the election of the Company, the Notes shall be payable, and entire Indebtedness on the Notes or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be exchanged or transferred, at the office or agency of the Company maintained for that purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto defeased as such address shall appear provided in the Note RegisterArticle Four.
Appears in 1 contract
Samples: Indenture (Saks Inc)
Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding 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 Initial Notes will be issued terms and provisions contained in an aggregate principal amount of $320.0 million. All the Notes shall vote and consent together on all matters as one classconstitute, and none of the Notes will have the right to vote or consent as are hereby expressly made, a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes 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 shall govern and be controlling. The Notes shall be known and designated as the “89.250% Senior Subordinated Secured Second Lien Notes Due 2014due 2031” of the CompanyIssuer. The final Stated Maturity of the principal of the Notes shall be April 15October 1, 2014. Interest on 2031, and the Outstanding principal amount of Notes will accrue shall bear interest at the rate of 89.250% per annum from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, initially payable on April 1, 2025 and will be payable semi-annually thereafter in arrears on April 15 1 and October 15 in 1 of each year, commencing on October 15, 2004, until the principal thereof is paid or duly provided for and to holders the Person in whose name the Note (or any Predecessor Note) is registered at the close of record business (if applicable) on the March 15 and September 15 (whether or not a Business Day) immediately preceding April 1 and October 1, respectively such Interest Payment Date (each such April 1 and October 1each, a “Regular Record Date”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 13, 2004; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; 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, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The principal of, of (and premium, if any, ) and interest on, on the Notes shall be payable, and the Notes may be exchanged or transferred, payable at the office or agency of the Company Paying Agent maintained for that such purpose (which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment”); providedas set forth in Section 3.02, howeveror, that at the option of the Company Issuer, payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Note RegisterRegister 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 more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures.
Appears in 1 contract
Samples: Indenture (Manitowoc Co Inc)