Escrow of Proceeds. (a) The Issuer shall apply the Escrowed Property in accordance with the terms of the Escrow Agreement. (b) On the date of this Indenture, the Escrow Issuer will enter into an escrow agreement (the “Escrow Agreement”) with the Trustee and U.S. Bank Trust Company, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). Pursuant to the terms of the Escrow Agreement, on the date of this Indenture, the Escrow Issuer will deposit (or cause to be deposited) into the Escrow Account, (i) an amount equal to the gross proceeds of the offering of the Notes (the “Proceeds”) and (ii) an additional amount in cash that, when taken together with the Proceeds, is sufficient to fund the Special Mandatory Redemption of the Notes on the date that is the last day of the sixth full calendar month following the Issue Date, if a Special Mandatory Redemption were to occur on such date (the “Escrowed Property”). (c) Unless the Escrow Issuer (i) has then directed the Escrow Agent to release the Escrowed Property pursuant to clause (e) below or (ii) delivered notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), commencing with the first day of the seventh full calendar month following the Issue Date, and, thereafter, the first date of each full calendar month following the seventh full calendar month, at least two (2) business days prior to such date (each such date, a “Deposit Date”), the Escrow Issuer will deposit, or cause to be deposited, cash by wire transfer in the Escrow Account in an amount equal to the monthly interest that would accrue on the Notes during such next calendar month (as calculated by Escrow Issuer in accordance with this Indenture); provided that to the extent the Termination Date has been extended to March 18, 2023 pursuant to Section 8.01(b) of the P2E Purchase Agreement, such interest amount for such calendar month shall equal the interest that would accrue on the Notes from the first date of such month to the Termination Date. (d) The Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Escrow Issuer delivers to the Escrow Agent a release request referred to in clause (e) below, (ii) the Termination Date, (iii) the date on which the Escrow Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), and (iv) the date on which the Escrow Issuer fails to timely deposit (or cause to be timely deposited) in cash such amounts required by clause (c) above on or prior to three (3) business days after the applicable Deposit Date. (e) Pursuant to the terms of the Escrow Agreement, the Escrowed Property held in the Escrow Account will be released (the “Escrow Release”) to, or as directed by, the Escrow Issuer within two (2) Business Days following delivery by the Escrow Issuer to the Escrow Agent and the Trustee, not later than the Termination Date, of a release request (in the form and substance as set forth in the Escrow Agreement) instructing the Escrow Agent to release the Escrowed Property and certifying that the following conditions (collectively, the “Escrow Release Conditions”) have been or, substantially concurrent with the release of the Escrowed Property will be, satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (i) the Acquisition will occur not later than the Termination Date substantially concurrent with the release of the Escrowed Property from the Escrow Account; (ii) all Escrowed Property will be applied in the manner described under the caption “Use of Proceeds” in the Offering Memorandum; and (iii) (i) the Company has assumed, or substantially concurrent with the release of the Escrowed Property from the Escrow Account shall assume, all of the rights and obligations of the Issuer under the Notes and this Indenture, by the execution and delivery of a supplemental indenture by the Company on or prior to the Escrow Release Date and (b) each of the Initial Guarantors shall have, by supplemental indenture, become, or substantially concurrent with the Escrow Release shall become, parties to this Indenture in the capacities described in this Indenture. (f) The Escrow Issuer will grant the Trustee, for the benefit of the Holders of the Notes, a first-priority security interest in the Escrow Account and all deposits therein to secure the payment of the Special Mandatory Redemption Price; provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the Escrow Account on the Escrow Release Date. The Escrow Agent will invest the Escrowed Property in such specified cash equivalents and treasury securities, and liquidate such specified cash equivalents and treasury securities, as the Escrow Issuer will from time to time direct in writing, in accordance with the Escrow Agreement.
Appears in 1 contract
Sources: Indenture (Churchill Downs Inc)
Escrow of Proceeds. (a) The Issuer If the conditions to the Escrow Release set forth in Section 4.13(b) shall apply the Escrowed Property in accordance not be satisfied substantially concurrently with the terms of the Escrow Agreement.
(b) On the date execution of this Indenture, on the Issue Date, the Escrow Issuer will shall enter into an escrow agreement (the “Escrow Agreement”) with the Trustee and U.S. Bank Trust Company, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). Pursuant , pursuant to the terms of the Escrow Agreement, on the date of this Indenture, which the Escrow Issuer will shall deposit (or cause to be depositeddeposited on the Issue Date in a segregated escrow account (the “Escrow Account”) into with the Escrow AccountAgent (collectively, with any other property from time to time held by the Escrow Agent for the benefit of Holders, the “Escrowed Property”): (i) an amount equal to the gross net proceeds of from the offering of the Notes (the “Proceeds”) Securities and (ii) an additional amount in cash that, when taken together with the Proceedsnet proceeds of the offering of the Securities deposited into the Escrow Account, is sufficient equal to fund 100.0% of the principal amount of the Securities plus the amount of interest that will accrue on the Securities through October 31, 2017. In addition, the Escrow Agreement shall provide that on or prior to the date that is five Business Days prior to the last day of each month, from and including October 2017 through and including July 2018 (in each case, unless the Escrow Release has occurred), the Escrow Issuer shall deposit, or the Company shall cause to be deposited, into the Escrow Account an amount in cash equal to the amount of interest that shall accrue on the Securities from (and including) the first day of the following month through (and including) the last day of such following month. In the event that the conditions to the Escrow Release have not been satisfied on or prior to February 28, 2018, the Escrow Agreement shall require the Escrow Issuer to deposit, or the Company to cause to be deposited, into the Escrow Account on March 1, 2018 an additional amount of cash that, when taken together with the Escrowed Property (excluding amounts deposited in respect of prefunded interest) then held in the Escrow Account, is equal to 101.0% of the principal amount of the Securities. If the Acquisition closes substantially concurrently with the execution of this Indenture, then, notwithstanding anything in this Indenture to the contrary, the Escrow Account arrangements described herein shall not be implemented and the Securities shall not be subject to the Special Mandatory Redemption provisions set forth on the reverse side of the Notes on Security.
(b) Pursuant to the date that is Escrow Agreement, the last day of Escrowed Property shall be released to the sixth full calendar month following the Issue Date, if a Special Mandatory Redemption were to occur on such date Company (the “Escrowed PropertyEscrow Release”; the date of such Escrow Release, the “Escrow Release Date”).
(c) Unless , substantially concurrently with the Escrow Issuer (i) has then directed consummation of the Acquisition; provided, however, that, on or prior to the Outside Date, the Escrow Agent to release shall have received from the Escrowed Property pursuant to clause (e) below or (ii) delivered notice Company an Officer’s Certificate reasonably acceptable to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), commencing that: Table of Contents (i) all of the conditions precedent to the consummation of the Acquisition have been satisfied or waived (other than those conditions that by their terms are to be satisfied substantially concurrently with the first day consummation of the seventh full calendar month following Acquisition) and the Escrowed Property shall be used on a substantially concurrent basis by the Company to consummate the Acquisition in accordance with the terms of the Stock Purchase Agreement as in effect on the Issue Date, andtogether with any amendment, thereafter, the first date of each full calendar month following the seventh full calendar month, at least two (2) business days prior to such date (each such date, a “Deposit Date”), the Escrow Issuer will deposit, modification or cause to be deposited, cash by wire transfer in the Escrow Account in an amount equal waiver thereof that is not materially adverse to the monthly interest that would accrue on the Notes during such next calendar month (as calculated by Escrow Issuer in accordance with this Indenture); provided that to the extent the Termination Date has been extended to March 18, 2023 pursuant to Section 8.01(b) of the P2E Purchase Agreement, such interest amount for such calendar month shall equal the interest that would accrue on the Notes from the first date of such month to the Termination Date.
(d) The Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Escrow Issuer delivers to the Escrow Agent a release request referred to in clause (e) below, (ii) the Termination Date, (iii) the date on which the Escrow Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), and (iv) the date on which the Escrow Issuer fails to timely deposit (or cause to be timely deposited) in cash such amounts required by clause (c) above on or prior to three (3) business days after the applicable Deposit Date.
(e) Pursuant to the terms of the Escrow Agreement, the Escrowed Property held in the Escrow Account will be released (the “Escrow Release”) to, or as directed by, the Escrow Issuer within two (2) Business Days following delivery by the Escrow Issuer to the Escrow Agent and the Trustee, not later than the Termination Date, of a release request (in the form and substance as set forth in the Escrow Agreement) instructing the Escrow Agent to release the Escrowed Property and certifying that the following conditions (collectively, the “Escrow Release Conditions”) have been or, substantially concurrent with the release of the Escrowed Property will be, satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”):
(i) the Acquisition will occur not later than the Termination Date substantially concurrent with the release of the Escrowed Property from the Escrow AccountHolders;
(ii) all Escrowed Property will be applied in the manner described under the caption “Use of Proceeds” in the Offering Memorandum; and
(iii) (i) the Company has assumed, or substantially concurrent with the release of the Escrowed Property from the Escrow Account shall assume, all of the rights and obligations of the Issuer under the Notes and this Indenture, by the execution and delivery of a supplemental indenture by the Company on or prior to the Escrow Release Date and (b) each of the Initial Guarantors shall have, by supplemental indenture, become, or substantially concurrent with the Escrow Release shall become, parties to this Indenture in the capacities described in this Indenture.
(f) The Escrow Issuer will grant the Trustee, for the benefit of the Holders of the Notes, a first-priority security interest in the Escrow Account and all deposits therein to secure the payment of the Special Mandatory Redemption Price; provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the Escrow Account on the Escrow Release Date. The Escrow Agent will invest the Escrowed Property in such specified cash equivalents and treasury securities, and liquidate such specified cash equivalents and treasury securities, as the Escrow Issuer will from time to time direct in writing, in accordance with the Escrow Agreement.
Appears in 1 contract
Escrow of Proceeds. (a) The Issuer Company, contemporaneously with entering into this Indenture, is entering into an escrow agreement (the “Escrow Agreement”) with U.S. Bank National Association, as escrow agent (the “Escrow Agent”) and ▇▇▇▇ TV. The Company shall apply the Escrowed Property Funds in accordance with the terms of the Escrow Agreement.
(b) On the date of this IndentureThe Company shall deposit or cause to be deposited into one or more accounts (collectively, the Escrow Issuer will enter into an escrow agreement (the “Escrow AgreementAccount”) with the Trustee and U.S. Bank Trust Company, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). Pursuant to the terms of the Escrow Agreement, on the date of this Indenture, the Escrow Issuer will deposit (or cause to be deposited) into the Escrow Account, (i) Agent an amount equal to the gross proceeds of the offering Notes (collectively, with any other property from time to time held by the Escrow Agent for the benefit of the Notes (the “Proceeds”) and (ii) an additional amount in cash thatHolders, when taken together with the Proceeds, is sufficient to fund the Special Mandatory Redemption of the Notes on the date that is the last day of the sixth full calendar month following the Issue Date, if a Special Mandatory Redemption were to occur on such date (the “Escrowed PropertyFunds”).
(c) Unless the Escrow Issuer (i) has then directed the Escrow Agent to release the Escrowed Property pursuant Subject to clause (e) below or (ii) delivered notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), commencing with the first day of the seventh full calendar month following the Issue Date, and, thereafterbelow, the first date of each full calendar month following the seventh full calendar month, at least two (2) business days prior to such date (each such date, a “Deposit Date”), the Escrow Issuer will deposit, or cause to be deposited, cash by wire transfer in the Escrow Account in an amount equal to the monthly interest that would accrue on the Notes during such next calendar month (as calculated by Escrow Issuer in accordance with this Indenture); provided that to the extent the Termination Date has been extended to March 18, 2023 pursuant to Section 8.01(b) of the P2E Purchase Agreement, such interest amount for such calendar month shall equal the interest that would accrue on the Notes from the first date of such month to the Termination Date.
(d) The Escrowed Property Funds will be held in the Escrow Account until the earliest of (i) the date on which the Escrow Issuer Company delivers to the Escrow Agent a release request the Officer’s Certificate referred to in clause paragraph (ef) belowbelow (the “Release Request”), (ii) the Termination Date, Escrow End Date and (iii) the date on which the Escrow Issuer Company delivers notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), and (iv3.08(ii) the date on which the Escrow Issuer fails to timely deposit (or cause to be timely deposited) in cash such amounts required by clause (c) above on or prior to three (3) business days after the applicable Deposit Dateabove.
(e) Pursuant to the terms of the Escrow Agreement, the Escrowed Property held in the Escrow Account will be released (the “Escrow Release”) to, or as directed by, the Escrow Issuer within two (2) Business Days following delivery by the Escrow Issuer to the Escrow Agent and the Trustee, not later than the Termination Date, of a release request (in the form and substance as set forth in the Escrow Agreement) instructing the Escrow Agent to release the Escrowed Property and certifying that the following conditions (collectively, the “Escrow Release Conditions”) have been or, substantially concurrent with the release of the Escrowed Property will be, satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”):
(i) the Acquisition will occur not later than the Termination Date substantially concurrent with the release of the Escrowed Property from the Escrow Account;
(ii) all Escrowed Property will be applied in the manner described under the caption “Use of Proceeds” in the Offering Memorandum; and
(iii) (i) the Company has assumed, or substantially concurrent with the release of the Escrowed Property from the Escrow Account shall assume, all of the rights and obligations of the Issuer under the Notes and this Indenture, by the execution and delivery of a supplemental indenture by the Company on or prior to the Escrow Release Date and (b) each of the Initial Guarantors shall have, by supplemental indenture, become, or substantially concurrent with the Escrow Release shall become, parties to this Indenture in the capacities described in this Indenture.
(fd) The Escrow Issuer Company will grant the Trustee, for its benefit and the benefit of the Holders of the NotesNotes subject to certain liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price; provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrow Property is Escrowed Funds are released from the Escrow Account escrow on the Escrow Release Date. The Escrow Agent will invest the Escrowed Property Funds in such specified cash equivalents and treasury securities, and liquidate such specified cash equivalents and treasury securities, Eligible Escrow Investments as the Escrow Issuer will Company may from time to time direct in writing, writing in accordance with the terms of the Escrow Agreement.
(e) The Escrow Agreement shall provide for the Escrow Agent to release a portion of the Escrowed Funds in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, prior to the Escrow Release in order to satisfy the interest payment obligations in respect of the Notes under this Indenture as set forth in Section 4.01.
(f) Other than in connection with the payment of a semi-annual interest payment as set forth in Section 4.01 and pursuant to the previous paragraph, the Company will only be entitled to direct the Escrow Agent to release Escrowed Funds (in which case the Escrowed Funds will be paid to or as directed by the Company) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions have been or, substantially concurrently with the release of the Escrowed Funds, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”):
(i) (A) all conditions precedent to the consummation of the Merger will have been satisfied or waived in accordance with the terms of the Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Merger) and (B) the Escrowed Funds will be used substantially concurrently with such release to consummate the Transactions; provided that the terms of the Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, modifications, consents or waivers that, in the aggregate, are not materially adverse (after giving effect to the consummation of the Transactions) to the Holders of the Notes as determined by the Company acting in good faith or otherwise as may be consented to by the holders of not less than a majority in aggregate principal amount of then-outstanding Notes (it being understood that any increase or reduction in the purchase price or consideration in respect of the Merger is not, in and of itself, materially adverse to the Holders of the Notes);
(ii) all conditions precedent to the effectiveness of, and borrowings under, the Senior Credit Agreement, as may be amended or amended and restated in connection with the Transactions, will have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Senior Credit Agreement, as may be amended or amended and restated in connection with the Transactions, to be drawn in connection with the Merger will be available to the Company on the Escrow Release Date; and
(iii) the Subsidiary Guarantors shall have, by supplemental indenture in the form of Exhibit D hereof, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, parties to this Indenture.
(iv) the Company shall have, by supplemental indenture in the form of Exhibit D hereto, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, party to this Indenture and primary obligor under the Notes and this Indenture as the surviving corporation of the merger of the Escrow Issuer with and into the Company.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)