Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 2 contracts
Sources: Supplemental Indenture (DDR Corp), Supplemental Indenture (DDR Corp)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Sixteenth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Sixteenth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Sixteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 2 contracts
Sources: Supplemental Indenture (DDR Corp), Supplemental Indenture (DDR Corp)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Seventeenth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Seventeenth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Seventeenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 2 contracts
Sources: Supplemental Indenture (DDR Corp), Seventeenth Supplemental Indenture (DDR Corp)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Tenth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Tenth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Tenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby modified and amended in its entirety for purposes of the Notes to read as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The This amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:.
Appears in 2 contracts
Sources: Supplemental Indenture (Developers Diversified Realty Corp), Supplemental Indenture (Developers Diversified Realty Corp)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Thirteenth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Thirteenth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Thirteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 2 contracts
Sources: Supplemental Indenture (Developers Diversified Realty Corp), Supplemental Indenture (Developers Diversified Realty Corp)
Form and Terms of the Notes. (1) The Notes authorized for issue under this Indenture is unlimited and shall collectively be designated as “9.875% Notes”.
(2) The Notes shall be dated as of the Issue Date and shall mature on the Maturity Date.
(3) Subject to the terms of this Indenture, the Principal Amount plus all accrued and unpaid interest thereon shall be due and payable on the Maturity Date.
(4) The Notes shall bear interest on the unpaid principal amount thereof at a rate of 9.875% per annum from the Issue Date to, but excluding the Maturity Date, compounded semi-annually and payable in arrears on each Interest Payment Date. The first Interest Payment Date for the Notes shall be September 30, 2020. Interest shall be payable in respect of each Interest Period (after, as well as before the Maturity Date, default and judgment, with interest on principal and interest at a rate that is 2.25% higher than the applicable rate on the Notes) on each Interest Payment Date in accordance with Section 2.3. Interest at such rate shall be calculated on the basis of the actual number of days elapsed in a year of 365 days or 366 days, as applicable, and shall be payable on the Maturity Date. Interest shall be payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded monthly.
(5) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Noteholder and the Trustee’s certificate of authentication the Trustee endorsed thereon, if applicable, shall be issued in substantially the form set out in Schedule A with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Note in accordance with Section 2.6 hereof, as conclusively evidenced by their execution of a Noteholder. Each Note shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, a Note may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Notes may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Notes shall be issued from time to time in the form of Exhibit A attached hereto. The aggregate principal amount one or more (a) Note Certificates, which shall bear the Canadian Legend and, if applicable, the U.S. Legend, and (b) as Uncertificated Notes, which shall bear a restricted CUSIP or other notation in respect of the Notes that may be authenticated and delivered under the IndentureCanadian Legend and, as amended hereby, shall be $300,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiaryif applicable, the repayment of which U.S. Legend.
(6) The Corporation shall have the Company has guaranteed right to redeem or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable repay any Note at any time prior to the date on which it would otherwise have become due and payableMaturity Date by payment of the applicable Principal Amount, plus any accrued but unpaid interest, without such indebtedness having been dischargedany other premium, or such acceleration having been waivedpenalty, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture bonus or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:payment.
Appears in 2 contracts
Sources: Trust Indenture (Columbia Care Inc.), Trust Indenture (Columbia Care Inc.)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Eleventh Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Eleventh Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Eleventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 2 contracts
Sources: Supplemental Indenture (Developers Diversified Realty Corp), Supplemental Indenture (Developers Diversified Realty Corp)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000350,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Twenty-First Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Twenty-First Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Twenty-First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If if any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 1 contract
Sources: Supplemental Indenture (DDR Corp)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000450,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Twentieth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Twentieth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Twentieth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 1 contract
Sources: Supplemental Indenture (DDR Corp)
Form and Terms of the Notes. (1) The Notes, authorized for issue hereunder, are limited to an aggregate principal amount of up to $110,000,000 and shall be designated as “8% Senior Unsecured Convertible Notes”.
(2) The Notes shall be dated as of the date is issuance hereunder (the “Issuance Date”) and shall mature on the date that is five years from the Issuance Date (the “Maturity Date”).
(3) The Notes shall bear interest from their date of issuance at the rate of 8% per annum (based on a year of 360 days composed of twelve 30-day months), compounded monthly, prorated for any partial year, payable on the earlier of: (i) the Maturity Date; (ii) the day upon which the Corporation redeems the Notes in accordance with Section 2.2(10); (iii) the day upon which the Noteholder exercises its conversion rights in accordance with Section 2.2(6); and (iv) the occurrence of a Liquidity Event or an Event of Default (each, an “Interest Payment Date”, as applicable). For greater clarity, the Noteholder shall not be entitled to receive any interest payments until the Interest Payment Date. Interest shall accrue from and including the date of issuance of the Notes to but excluding the applicable Interest Payment Date. Interest shall be satisfied at the option of the Corporation by either: (i) the issuance of Common Shares at the time of conversion, or at the option of the Corporation in accordance with the terms herein, repayment, on the same basis as the payment of principal upon such conversion or repayment; or (ii) cash at the time of prepayment, repayment or if an Event of Default or Liquidity Event occurs. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day.
(4) The Notes will not be redeemable except in the circumstances set forth in Section 2.2(10).
(5) The Notes will be direct unsecured obligations of the Corporation. The Notes will rank pari passu with all other present and future subordinated and unsecured indebtedness of the Corporation.
(6) Subject to the provisions and conditions of Article 5 and Section 3.7, upon the occurrence of an IPO the holder of each Note shall have a one-time right at such holder’s option, to convert all the Notes of such holder, plus accrued interest thereon, into the number of Common Shares (the “IPO Conversion Shares”) equal to the full principal amount of Notes plus any accrued interest thereon divided by:
(a) if an IPO occurs on or prior to October 31, 2019, 80% of the price per Common Share at which such shares are offered to the public in the IPO;
(b) if an IPO occurs on or between November 1, 2019 and March 31, 2020, 75% of the price per Common Share at which such shares are offered to the public in the IPO;
(c) if an IPO occurs on or between April 1, 2020 and September 30, 2020, 72.5% of the price per Common Share at which such shares are offered to the public in the IPO; or
(d) if an IPO occurs on or after October 1, 2020, 70% of the price per Common Share at which such shares are offered to the public in the IPO; in each case, prior to any underwriters commissions or discounts (the “IPO Conversion Price”, as applicable); provided that the Conversion Price shall not exceed the quotient resulting from dividing $1,750,000,000 by the Corporation Capitalization. The Corporation shall provide the Trustee, who shall promptly provide to the holders of Notes, written notice in the manner provided in Section 12.2 at the time of the initial public filing of the Corporation’s registration statement, prospectus or other similar document pursuant to the Applicable Securities Legislation in connection with the IPO, which notices shall set forth the closing date of the IPO, the price per Common Share in the IPO and the TrusteeTime of Expiry (the “IPO Notice”). Upon receipt of the IPO Notice by the holders of Notes in accordance with the terms herein, each holder of Notes shall have ten (10) calendar days (the “IPO Time of Expiry”) to irrevocably confirm in writing to the Corporation in the manner provided in Section 12.1 its election to effect the conversion of all of its Notes and any interest accrued thereon in accordance with the terms described herein. The Corporation shall deliver, or cause to be delivered, the IPO Conversion Shares to the Trustee in respect of the holders of Notes that elect to exercise the foregoing conversion rights, concurrently with the consummation of the IPO. Each Noteholder electing to convert their Notes into IPO Conversion Shares pursuant to this Section 2.2(6) agrees that it shall not, with respect to (i) the IPO Conversion Shares, (ii) any other Common Shares held by the Noteholder prior to the IPO, or (iii) securities convertible into or exercisable or exchangeable for Common Shares (“Convertible Securities”) or Common Shares issued pursuant to the conversion, exercise or exchange of Convertible Securities held by the Noteholder prior to the IPO (collectively, the “Stand- Off Securities”), without the prior written consent of the Corporation and the Corporation’s certificate managing underwriter(s): (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any such Stand-Off Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of authentication the economic consequences of ownership of such Stand-Off Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares or such other securities, in cash or otherwise. Such restriction (the “Market Stand-Off”), shall be substantially in effect for such period of time following the date of the final prospectus for the IPO as may be requested by the Corporation or such underwriters, provided that (a) such period of time shall not exceed 180 days (the “Restricted Period”); (b) 25% of such Noteholder’s Stand-Off Securities shall be released from the Market Stand-Off on the 90th date following the date of the final prospectus for the IPO; and (c) the remainder of such Noteholder’s Stand-Off Securities shall be released from the Market Stand-Off on the 180th date following the date of the final prospectus for the IPO. To enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to such Common Shares until the end of the applicable Market Stand-Off period. Notwithstanding the Market Stand-Off, a Noteholder may transfer, during the Restricted Period pursuant to a bona fide arm’s length: (i) take-over bid to acquire greater than 50% of the Common Shares that is made to all holders of Common Shares; or (ii) business combination transaction (including by way of plan of arrangement, amalgamation or other form of merger) or a similar acquisition transaction provided that, in the form event that the take-over bid, business combination or acquisition transaction is not completed, any Stand-Off Securities shall remain subject to the restrictions contained in this Indenture. For the avoidance of Exhibit A attached heretodoubt and notwithstanding anything to the contrary herein, (a) this Section 2.2(6) shall not prohibit affiliates of a Noteholder that have not separately signed a lock-up agreement from engaging in brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage, principal investing and other similar activities conducted in the ordinary course of business, other than with respect to Stand-Off Securities then owned by such Noteholder, and (b) it is acknowledged and agreed that (i) any entity in which a Noteholder’s affiliated investment funds may now or in the future have an investment, and (ii) any entity (other than a Noteholder) on whose board of directors one or more of a Noteholder’s officers may now or in the future serve, shall not be deemed subject to, or bound by, the Market Stand-Off in part or in its entirety, except, in each case, to the extent a Noteholder directly or indirectly possesses and exercises the power to dispose or direct the disposition of Stand-Off Securities held by or on behalf of any such entity or to cause any such entity to enter into a transaction that would be prohibited pursuant to this Section 2.2(6) if effected directly by such Noteholder. The aggregate Corporation agrees that any agreement entered into to give effect to the Market Stand-Off shall contain a provision substantially the same as the foregoing. No adjustment in the number of IPO Conversion Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 5, or for interest accrued on Notes surrendered. No fractional Common Shares will be issued, and the number of IPO Conversion Shares so issuable will be rounded down to the nearest whole number. A Note in respect of which a holder has accepted a notice in respect of a Liquidity Event Purchase Option pursuant to the provisions of Section 2.2(9) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. For greater clarity, a holder of Notes may only exercise its right to convert the entire principal amount of the Notes and any accrued interest into Common Shares from the date of receipt of the IPO Notice until the IPO Time of Expiry, and thereafter shall not be entitled to exercise any conversion rights, except as otherwise provided herein. Notwithstanding any of the foregoing in this Section 2.2(6), if a holder of a Note would otherwise be entitled to receive, upon conversion of the Note, any property (including cash) or securities that may would not constitute “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied on December 31, 2007 (“Ineligible Consideration”), such holder of a Note shall not be authenticated entitled to receive such Ineligible Consideration and delivered under the IndentureCorporation or the successor or acquirer, as amended herebythe case may be, shall be have the right (at the sole option of the Corporation or the successor or acquirer, as the case may be) to deliver to such holder “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied on December 31, 2007 with a market value (as conclusively determined by the Board of Directors) equal to the market value of such Ineligible Consideration.
(7) Subject to the provisions and conditions of Article 5 and Section 3.7, upon the second anniversary of the date hereof, the holder of each Note shall have a one-time right at such holder’s option, to convert all the Notes of such holder, plus accrued interest thereon, into the number of Common Shares (the “Anniversary Conversion Shares”, and together with the IPO Conversion Shares, the “Conversion Shares”) equal to the full principal amount of Notes plus any accrued interest thereon divided by the greater of the price per Common Share of the last (i) offering of Common Shares made by the Corporation to arm’s length investors for cash proceeds of at least $300,000,0005,000,000, and (ii) exercise of Common Share purchase warrants by an arm’s length party for cash proceeds of at least $5,000,000, in each case which shall have occurred most recently prior to the second anniversary of the date hereof (the “Anniversary Conversion Price”). Each holder of Notes shall have ten (10) calendar days from the second anniversary of the date hereof (the “Anniversary Time of Expiry”) to irrevocably confirm in writing to the Corporation in the manner provided in Section 12.1 its election to effect the conversion of all of its Notes and any interest accrued thereon in accordance with the terms described herein. The Company mayCorporation shall deliver, without or cause to be delivered, the consent Anniversary Conversion Shares to the Trustee in respect of the Holders, create and issue additional securities ranking pari passu with holders of Notes that elect to exercise the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having foregoing conversion rights no later than twenty (20) calendar days from the same terms as to status, redemption or otherwise as the Notes initially issuedAnniversary Time of Expiry. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Supplemental Indenture. The terms and notations contained No adjustment in the number of Anniversary Conversion Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 5, or for interest accrued on Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Supplemental Indenturesurrendered. No fractional Common Shares will be issued, and the Company and number of Anniversary Conversion Shares so issuable will be rounded down to the Trustee, by their execution and delivery nearest whole number. A Note in respect of this Fourteenth Supplemental Indenture, expressly agree which a holder has accepted a notice in respect of a Liquidity Event Purchase Option pursuant to such terms and the provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there 2.2(9) may be issued or by which there surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. For greater clarity, a holder of Notes may be secured or evidenced any indebtedness of only exercise its right to convert the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in entire principal amount of the Notes and any accrued interest into Common Shares from the second anniversary of the date hereof until the Anniversary Time of Expiry, and thereafter shall not be entitled to exercise any conversion rights, except as otherwise provided herein. Notwithstanding any of the foregoing in this Section 2.2(7), if a written notice specifying holder of a Note would otherwise be entitled to receive, upon conversion of the Note, Ineligible Consideration, such event holder of default a Note shall not be entitled to receive such Ineligible Consideration and requiring the Company Corporation or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Corporation or the successor or acquirer, as the case may be) to cause deliver to such indebtedness holder “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied on December 31, 2007 with a market value (as conclusively determined by the Board of Directors) equal to the market value of such Ineligible Consideration.
(8) The Notes shall be discharged issued in denominations of $1,000 and integral multiples of $1,000. The Notes shall be issued in the form of Uncertificated Notes. As determined by the Board of Directors, the Notes may also be issued as Note Certificates. Each such Note and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or cause other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such acceleration legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be rescinded determined by the Board of Directors executing such Note in accordance with Section 2.4 hereof, as conclusively evidenced by their execution of a Note. Each Note shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, a Note may be in such other form or annulled forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Notes may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and stating that such notice is partly in another.
(9) Within 30 days following a “Notice of Default” hereunder. Subject Liquidity Event, and subject to the provisions and conditions of this Section 6012.2(9), the Corporation shall be obligated to offer to purchase all of the Notes then outstanding. The terms and conditions of such obligation are set forth below:
(a) Not more than 30 days following the occurrence of a Liquidity Event, the Corporation shall deliver to the Trustee, and the Trustee shall not be deemed promptly deliver to have knowledge of such event of default unless either (A) a Responsible Officer the holders of the Trustee Notes, a notice stating that there has been a Liquidity Event and specifying the date on which such Liquidity Event occurred and the circumstances or events giving rise to such Liquidity Event (a “Liquidity Event Notice”). Prior to the Liquidity Event Purchase Date (as defined below), the Corporation shall have actual knowledge of such event of default or be required to make an offer to purchase the Notes (Bthe “Liquidity Event Purchase Option”) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 at 120% of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:principal amount thereof plus accrued
Appears in 1 contract
Sources: Indenture (Sundial Growers Inc.)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Ninth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Ninth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Ninth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby modified and amended in its entirety for purposes of the Notes to read as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The This amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:.
Appears in 1 contract
Sources: Supplemental Indenture (Developers Diversified Realty Corp)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000500,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Eighteenth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Eighteenth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Eighteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 1 contract
Sources: Supplemental Indenture (DDR Corp)
Form and Terms of the Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $300,000,000400,000,000. The Company may, without the consent of the Holders, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional Notes shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. The terms of the Notes are established as set forth in Exhibit A attached hereto and this Fourteenth Nineteenth Supplemental Indenture. The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Fourteenth Nineteenth Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Fourteenth Nineteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Clause five of Section 501 of the Indenture is hereby amended in its entirety as follows: “If any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including any event of default with respect to any other series of Securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Notes a written notice specifying such event of default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. Subject to the provisions of Section 601, the Trustee shall not be deemed to have knowledge of such event of default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such event of default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or”. The amendment to clause five of Section 501 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1004 of the Indenture is hereby amended in its entirety as follows:
Appears in 1 contract
Sources: Supplemental Indenture (DDR Corp)