Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 69 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 71 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 74 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 74 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 75 SECTION 12.11. Severability 74 75 SECTION 12.12. Counterpart Originals 74 75 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1September 15, 20192020, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Guarantees. SECTION 10.01. Guarantee 66 64 SECTION 10.02. Limitation on Guarantor Liability 68 66 SECTION 10.03. Execution and Delivery 68 66 SECTION 10.04. Subrogation 69 66 SECTION 10.05. Benefits Acknowledged 69 67 SECTION 10.06. Release of Subsidiary Guarantees 69 67 SECTION 11.01. Satisfaction and Discharge 70 67 SECTION 11.02. Application of Trust Money 70 68 SECTION 12.01. Notices 71 69 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 70 SECTION 12.03. Statements Required in Certificate or Opinion 73 70 SECTION 12.04. Rules by Trustee and Agents 73 71 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 71 SECTION 12.06. Governing Law 74 71 SECTION 12.07. Waiver of Jury Trial 74 71 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 71 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 72 SECTION 12.10. Successors 74 72 SECTION 12.11. Severability 74 72 SECTION 12.12. Counterpart Originals 74 72 SECTION 12.13. Table of Contents; Headings 75 72 SECTION 12.14. U.S.A. Patriot Act 75 72 EXHIBIT A-1 Form of Face of the Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April February 1, 20192017, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1September 13, 20192021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 81 SECTION 10.02. Limitation on Guarantor Liability 68 83 SECTION 10.03. Execution Successors and Delivery 68 Assigns 83 SECTION 10.04. Subrogation 69 No Waiver 83 SECTION 10.05. Benefits Acknowledged 69 Modification 83 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors 84 SECTION 10.07. Non-Impairment 84 SECTION 10.08. Release of a Subsidiary Guarantees 69 Guarantor. 84 SECTION 11.01. Satisfaction and Discharge 70 [Reserved] 85 SECTION 11.02. Application of Trust Money 70 Notices 85 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 86 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 86 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 86 SECTION 12.0411.06. When Securities Disregarded 86 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.0511.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 87 SECTION 12.0611.09. Governing Law 74 87 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.10. No Adverse Interpretation of Other Agreements 74 Recourse Against Others 87 SECTION 12.1011.11. Successors 74 87 SECTION 12.1111.12. Severability 74 Multiple Originals 87 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 87 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 87 SECTION 11.15. Severability 87 SECTION 11.16. Waiver of Jury Trial 88 Appendix A – Provisions Relating to Securities EXHIBIT A-1 INDEX Exhibit A – Form of Face of Note EXHIBIT A-2 Security Exhibit B – Form of Face Transferee Letter of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT Representation Exhibit C Form of Certificate of Exchange EXHIBIT D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1August 31, 20192020, among SMITHFIELD FOODSALBERTSONS COMPANIES, INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), NEW ALBERTSONS L.P., a Delaware limited partnership (“NALP”), SAFEWAY INC., a Delaware corporation (“Safeway”), and ALBERTSON’S LLC, a Delaware limited liability company (“Albertsons,” together with Safeway and NALP, each a “Co-Issuer” and collectively, the Subsidiary “Co-Issuers” and together with the Company, each an “Issuer” and collectively, the “Issuers”), the Guarantors listed on the signature pages hereto from time to time party hereto, and U.S. Bank National AssociationWILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).
Appears in 2 contracts
Sources: Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 93 SECTION 10.02. Limitation on Guarantor Liability 68 94 SECTION 10.03. Execution Successors and Delivery 68 Assigns 95 SECTION 10.04. Subrogation 69 No Waiver 95 SECTION 10.05. Benefits Acknowledged 69 Modification 95 SECTION 10.06. [Intentionally Omitted] 95 SECTION 10.07. Release of Subsidiary Guarantees 69 Guarantor 95 SECTION 10.08. Contribution 96 SECTION 11.01. Satisfaction and Discharge 70 Notices 96 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 98 SECTION 12.0311.03. Statements Required in Certificate or Opinion 73 99 SECTION 12.0411.04. Rules by Trustee and Agents 73 99 SECTION 12.0511.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 99 SECTION 12.0611.06. Governing Law 74 99 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.07. No Adverse Interpretation of Other Agreements 74 100 SECTION 12.1011.08. Successors 74 100 SECTION 12.1111.09. Severability 74 100 SECTION 12.1211.10. Counterpart Originals 74 100 SECTION 12.1311.11. Table of Contents; Headings 75 , Headings, etc. 100 SECTION 12.1411.12. U.S.A. Patriot Act 75 EXHIBIT A-1 Form Waiver of Face Trial by Jury 100 SECTION 11.13. Agreement to Provide Certain Tax-Related Information to the Trustee 100 SECTION 11.14. Submission to Jurisdiction 101 SECTION 11.15. Designated Senior Debt 101 SECTION 11.16. Intercreditor Agreement Controls 101 SECTION 11.17. OFAC 101 SECTION 12.01. The Notes Collateral Agents 102 SECTION 12.02. Acceptance of Note EXHIBIT A-2 Form Security Documents 106 SECTION 12.03. Further Assurances 106 SECTION 12.04. After-Acquired Property 107 SECTION 12.05. Mortgages 107 SECTION 12.06. Post-Closing Obligations 108 SECTION 12.07. Release 108 SECTION 12.08. Enforcement of Face of Remedies 109 SECTION 12.09. Compensation and Indemnification 110 RULE 144A/REGULATION S APPENDIX Exhibit A to the Rule 144A/Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors Appendix FORM OF NOTE INDENTURE (this “Indenture”), dated as of April 1February 27, 20192024, among SMITHFIELD FOODS, INC.TransDigm Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. (as herein defined), The Bank National Associationof New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”)., and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”). The Company, Holdings, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as herein defined):
Appears in 2 contracts
Sources: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 82 SECTION 10.02. Limitation on Guarantor Liability 68 83 SECTION 10.03. Execution Successors and Delivery 68 Assigns 84 SECTION 10.04. Subrogation 69 No Waiver 84 SECTION 10.05. Benefits Acknowledged 69 Modification 84 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors 84 SECTION 10.07. Non-Impairment 84 SECTION 10.08. Release of a Subsidiary Guarantees 69 Guarantor 84 SECTION 11.01. Satisfaction and Discharge 70 [Reserved] 85 SECTION 11.02. Application of Trust Money 70 Notices 85 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 86 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 86 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 86 SECTION 12.0411.06. When Securities Disregarded 87 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.0511.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 87 SECTION 12.0611.09. Governing Law 74 87 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.10. No Adverse Interpretation of Other Agreements 74 Recourse Against Others 87 SECTION 12.1011.11. Successors 74 87 SECTION 12.1111.12. Severability 74 Multiple Originals 88 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 88 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 88 SECTION 11.15. Severability 88 SECTION 11.16. Waiver of Jury Trial 88 Appendix A – Provisions Relating to Securities EXHIBIT A-1 INDEX Exhibit A – Form of Face of Note EXHIBIT A-2 Security Exhibit B – Form of Face Transferee Letter of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT Representation Exhibit C Form of Certificate of Exchange EXHIBIT D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1February 5, 20192020, among SMITHFIELD FOODSALBERTSONS COMPANIES, INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), NEW ALBERTSONS L.P., a Delaware limited partnership (“NALP”), SAFEWAY INC., a Delaware corporation (“Safeway”), and ALBERTSON’S LLC, a Delaware limited liability company (“Albertsons,” together with Safeway and NALP, each a “Co-Issuer” and collectively, the Subsidiary “Co-Issuers” and together with the Company, each an “Issuer” and collectively, the “Issuers”), the Guarantors listed on the signature pages hereto from time to time party hereto, and U.S. Bank National AssociationWILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).
Appears in 2 contracts
Sources: Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Section 10.01 Guarantees 104 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 106 Section 10.03 Releases 106 Section 10.04 Successors and Assigns 107 Section 10.05 No Waiver 107 Section 10.06 Additional Guarantees 108 Section 10.07 Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. of Supplemental Indenture for Future Guarantors 108 Section 10.08 [Reserved] 108 Section 10.09 Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. 108 Section 11.01 [Reserved] 108 Section 11.02 Notices 71 SECTION 12.02. 108 Section 11.03 Communication by Holders with Other Holders 110 Section 11.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 110 Section 11.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 110 Section 11.06 Rules by Trustee Trustee, Paying Agent and Agents 73 SECTION 12.05. Registrar 111 Section 11.07 Legal Holidays 111 Section 11.08 Governing Law 111 Section 11.09 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. 111 Section 11.10 Successors 111 Section 11.11 Multiple Originals; Electronic Signatures 111 Section 11.12 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. 111 Section 11.13 Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 111 Section 11.14 Severability 112 Section 11.15 Submission to Jurisdiction and Venue 112 EXHIBIT A-1 A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D B-1 Form of Supplemental Indenture to be Delivered by Subsidiary for Altra and the other Altra Guarantors EXHIBIT B-2 Form of Supplemental Indenture for Additional Guarantors EXHIBIT C Restricted Legend EXHIBIT D DTC Legend EXHIBIT E Regulation S Certificate EXHIBIT F Rule 144A Certificate EXHIBIT G Institutional Accredited Investor Certificate EXHIBIT H Certificate of Beneficial Ownership EXHIBIT I Temporary Offshore Global Note Legend INDENTURE (this “Indenture”), dated as of April October 1, 20192018, among SMITHFIELD FOODS▇▇▇▇▇▇▇ HOLDING COMPANY, INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), the Subsidiary Guarantors listed on the signature pages (as defined herein) from time to time party hereto and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaStates, as trustee (the “Trustee”).
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 47 SECTION 10.02. Limitation on Guarantor Liability 68 48 SECTION 10.03. Successors and Assigns 49 SECTION 10.04. No Waiver 49 SECTION 10.05. Modification 49 SECTION 10.06. Execution and Delivery 68 of Guarantee 49 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.0610.07. Release of Subsidiary Guarantees 69 Guarantor 50 SECTION 10.08. Contribution 50 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 50 SECTION 11.02. Application of Trust Money 70 Notices 51 SECTION 12.0111.03. Notices 71 Communication by Holders with Other Holders 51 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 52 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 52 SECTION 12.0411.06. When Securities Disregarded 52 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 R▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.0511.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 52 SECTION 12.0611.09. Governing Law 74 52 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.10. No Adverse Interpretation of Other Agreements 74 Recourse Against Others 52 SECTION 12.1011.11. Successors 74 53 SECTION 12.1111.12. Multiple Originals 53 SECTION 11.13. Severability 74 53 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.14. Table of Contents; Headings 75 53 SECTION 12.1411.15. U.S.A. Patriot USA PATRIOT Act 75 EXHIBIT A-1 53 Rule 144A/Regulation S Appendix Exhibit A – Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Security Exhibit B – Form of Certificate of Transfer EXHIBIT Exhibit C – Form of Certificate Notation of Exchange EXHIBIT Guarantee Exhibit D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors iii INDENTURE (this “Indenture”), dated as of April 1August 23, 20192021, among SMITHFIELD FOODSCENTURY COMMUNITIES, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”)Delaware corporation, the Subsidiary Guarantors listed on the signature pages hereto (as hereinafter defined) that from time to time become parties to this Indenture and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaBANK NATIONAL ASSOCIATION, as trustee Trustee (the “Trustee”).. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities and any Additional Securities:
Appears in 1 contract
Guarantees. SECTION 10.0110.1. Guarantee 66 Irrevocable and Unconditional Guarantees. 54 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.0310.2. Execution and Delivery 68 of the Guarantees. 56 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.0610.3. Release of Subsidiary Guarantees 69 Grupo Aval 56 SECTION 11.0110.4. Satisfaction and Discharge 70 Notice to Nationally Recognized Statistical Rating Organizations 57 SECTION 11.02. Application of Trust Money 70 SECTION 12.0111.1. Notices 71 57 SECTION 12.0211.2. Officers’ Certificate and Opinion of Counsel as to Conditions Precedent 73 59 SECTION 12.0311.3. Statements Required in Officers’ Certificate or Opinion 73 of Counsel 59 SECTION 12.0411.4. Rules by Trustee Trustee, Registrar, Paying Agents and Transfer Agents 73 60 SECTION 12.0511.5. Currency Indemnity 60 SECTION 11.6. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 60 SECTION 12.0611.7. Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 61 SECTION 12.0811.8. Appointment Consent to Jurisdiction; Waiver of Note Registrar and Paying Agent 74 Immunities 61 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1011.9. Successors 74 and Assigns 62 SECTION 12.1111.10. Multiple Counterparts 62 SECTION 11.11. Severability 74 Clause 62 SECTION 12.1211.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 USA PATRIOT ACT 63 EXHIBITS: EXHIBIT A-1 A – Form of Face of Note EXHIBIT A-2 B – Form of Face of Regulation S Temporary Note Guarantee EXHIBIT B C – Form of Certificate of for Transfer pursuant to Regulation S EXHIBIT C D – Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture for Transfer to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)Qualified Institutional Buyers INDENTURE, dated as of April 1September 26, 20192012, among SMITHFIELD FOODSGRUPO AVAL LIMITED, INC., a corporation duly organized and existing an exempted company incorporated with limited liability under the laws of the Commonwealth of Virginia Cayman Islands (the “CompanyGrupo Aval Limited”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Associationas issuer, GRUPO AVAL ACCIONES Y VALORES S.A., a national banking association duly corporation (sociedad anónima) organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaColombia (“Grupo Aval”), as trustee (the “guarantor, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee”), Registrar, Paying Agent and Transfer Agent, and DEUTSCHE BANK LUXEMBOURG S.A., as Luxembourg Paying Agent and Transfer Agent.
Appears in 1 contract
Guarantees. SECTION 10.01. Section 10.01 Note Guarantee 66 SECTION 10.02. 102 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 104 Section 10.03 Execution and Delivery 68 SECTION 10.04. 104 Section 10.04 Subrogation 69 SECTION 10.05. 105 Section 10.05 Benefits Acknowledged 69 SECTION 10.06. 105 Section 10.06 Merger, Consolidation or Sale of All or Substantially All Assets 105 Section 10.07 Release of Subsidiary Note Guarantees 69 SECTION 11.01. 105 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 106 Section 11.02 Application of Trust Money 70 SECTION 12.01. 107 Section 12.01 Trust Indenture Act Controls 108 Section 12.02 Notices 71 SECTION 12.02. 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 109 Section 12.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 109 Section 12.06 Rules by Trustee and Agents 73 SECTION 12.05. 110 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 110 Section 12.08 Governing Law 74 SECTION 12.07. Law; Consent to Jurisdiction and Service 110 Section 12.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 111 Section 12.10 Force Majeure 111 Section 12.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 111 Section 12.12 Successors 74 SECTION 12.11. 111 Section 12.13 Severability 74 SECTION 12.12. 111 Section 12.14 Counterpart Originals 74 SECTION 12.13. 112 Section 12.15 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. 112 Section 12.16 Qualification of Indenture 112 Section 12.17 U.S.A. Patriot Act 75 EXHIBIT A-1 112 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1, 2019[], among SMITHFIELD FOODS, INC.Nationstar Mortgage LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), Nationstar Capital Corporation, a Delaware corporation (the Subsidiary “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (Nationstar Sub2 LLC)
Guarantees. SECTION 10.01Section 11.01. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03Guarantees 71 Section 11.02. Execution and Delivery 68 SECTION 10.04of Guarantee 72 Section 11.03. Subrogation 69 SECTION 10.05Severability 72 Section 11.04. Limitation on Guarantors’ Liability 73 Section 11.05. Guarantors May Consolidate, Etc., on Certain Terms 73 Section 11.06. Releases Following Sale of Assets and Other Events 74 Section 11.07. Release of a Guarantor 74 Section 11.08. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 74 Section 12.01. Trust Indenture Act Controls 75 Section 12.02. Notices 71 SECTION 12.0275 Section 12.03. Communication by Holders of Notes with Other Holders of Notes 76 Section 12.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0376 Section 12.05. Statements Required in Certificate or Opinion 73 SECTION 12.0476 Section 12.06. Rules by Trustee and Agents 73 SECTION 12.0576 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Stockholder Members 76 Section 12.07. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 77 Section 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 77 Section 12.09. Successors 77 Section 12.10. Successors 74 SECTION Severability 77 Section 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.1377 Section 12.12. Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT 77 EXHIBITS Exhibit A FORM OF NOTE FOR 8 1/4% SENIOR NOTES Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF NOTATIONAL GUARANTEE Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “FORM OF CERTIFICATE OF EXCHANGE This Indenture”), dated as of April 1March 2, 20192007, is by and among SMITHFIELD FOODSVALASSIS COMMUNICATIONS, INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors initial guarantors listed on the signature pages hereto and U.S. Bank National Association▇▇▇▇▇ FARGO BANK, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaNATIONAL ASSOCIATION, as trustee (the “Trustee”).. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of (i) the Company’s 8 1/4% Senior Notes due 2015 (the “Initial Notes”); and (ii) the Additional Notes (as defined herein) (together with the Initial Notes, the “Notes”):
Appears in 1 contract
Guarantees. SECTION 10.0110.1. Guarantee 66 [Reserved] 81 SECTION 10.0210.2. Guarantees 81 SECTION 10.3. No Subrogation 83 SECTION 10.4. Consideration 83 SECTION 10.5. Limitation on Guarantor Liability 68 83 SECTION 10.0310.6. Execution and Delivery 68 83 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.0610.7. Release of Subsidiary Guarantors 84 SECTION 10.8. Additional Note Guarantees 69 84 SECTION 11.0111.1. Satisfaction and Discharge 70 Concerning the TIA 84 SECTION 11.02. Application of Trust Money 70 SECTION 12.0111.2. Notices 71 85 SECTION 12.0211.3. Communication by Holders with other Holders 86 SECTION 11.4. Certificate and Opinion as to Conditions Precedent 73 86 SECTION 12.0311.5. Statements Required in Certificate or Opinion 73 86 SECTION 12.0411.6. When Notes Disregarded 87 SECTION 11.7. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 87 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.0611.8. Governing Law 74 87 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.9. No Adverse Interpretation of Other Agreements 74 Recourse Against Others 87 SECTION 12.1011.10. Successors 74 87 SECTION 12.1111.11. Severability 74 [Reserved] 87 SECTION 12.1211.12. Counterpart Originals 74 Variable Provisions 87 SECTION 12.1311.13. U.S.A. Patriot Act 88 SECTION 11.14. Table of Contents; Headings 75 88 SECTION 12.1411.15. U.S.A. Patriot Act 75 EXHIBIT A-1 Waiver of Jury Trial 88 SECTION 11.16. Force Majeure 88 SECTION 11.17. FATCA 88 SECTION 11.18. Counterparts 88 Rule 144A/Regulation S Appendix Exhibit 1 — Form of Face of Note EXHIBIT A-2 Exhibit A — Form of Face of Regulation S Temporary Note EXHIBIT B Form of Incumbency Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Schedule A — Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1May 16, 20192024, among SMITHFIELD FOODS, INC.between ▇▇▇▇ Midstream Operations LP, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited partnership (the “Company”, or the “Issuer”), the Subsidiary Guarantors listed on the signature pages (as defined herein) from time to time party hereto and U.S. Bank National AssociationComputershare Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaStates, as trustee (the “Trustee”).. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of Holders of the Issuer’s Notes:
Appears in 1 contract
Sources: Indenture (Hess Midstream LP)
Guarantees. SECTION 10.01. Guarantee 10.01 Guarantees 62 SECTION 10.02 Limitation on Liability 63 SECTION 10.03 Releases 64 SECTION 10.04 Successors and Assigns 64 SECTION 10.05 No Waiver 64 SECTION 10.06 Modification 64 SECTION 10.07 Execution of Supplemental Indenture for Future Guarantors 64 SECTION 10.08 Non-Impairment 65 SECTION 10.09 Benefits Acknowledged 65 MISCELLANEOUS SECTION 11.01 Notices 65 SECTION 11.02 Communication by the Holders with Other Holders 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. 11.03 Certificate and Opinion as to Conditions Precedent 73 66 SECTION 12.03. 11.04 Statements Required in Certificate or Opinion 73 67 SECTION 12.04. 11.05 When Notes Disregarded 67 SECTION 11.06 Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of DirectorsTrustee, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 and ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.09. 11.07 Legal Holidays 67 SECTION 11.08 GOVERNING LAW; WAIVER OF JURY TRIAL 67 SECTION 11.09 No Recourse Against Others 67 SECTION 11.10 Successors 68 SECTION 11.11 Multiple Originals 68 SECTION 11.12 Table of Contents; Headings 68 SECTION 11.13 Indenture Controls 68 SECTION 11.14 Severability 68 SECTION 11.15 Force Majeure 68 SECTION 11.16 U.S.A. Patriot Act 68 SECTION 11.17 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 68 Schedule B Appendix A - Provisions Relating to Original Notes and Additional Notes Appendix B - EB-5 Financing EXHIBIT A-1 INDEX Exhibit A - Form of Face of Note EXHIBIT A-2 Exhibit B - Form of Face Transferee Letter of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT Representation Exhibit C Form of Certificate of Exchange EXHIBIT D - Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1September 28, 20192017, among SMITHFIELD FOODS, INC.HomeFed Corporation, a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as herein defined), and U.S. Bank Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $75,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due 2019 issued on the date hereof (the “Original Notes”) and (b) any Additional Notes (as defined herein) that may be issued after the date hereof in the form of Exhibit A (all such securities in clauses (a) and (b) being referred to collectively as the “Notes”). The Original Notes and any Additional Notes (as defined herein) shall constitute a single series hereunder, although they shall bear a different CUSIP number if they are not fungible with the Original Notes for U.S. federal income tax purposes. Subject to the conditions and compliance with the covenants set forth herein, the Company may issue an unlimited aggregate principal amount of Additional Notes.
Appears in 1 contract
Sources: Indenture (Homefed Corp)
Guarantees. SECTION Section 10.01. Guarantee 66 SECTION 107 Section 10.02. Limitation on Guarantor Liability 68 SECTION 109 Section 10.03. Execution and Delivery 68 SECTION 109 Section 10.04. Subrogation 69 SECTION 109 Section 10.05. Benefits Acknowledged 69 SECTION 109 Section 10.06. Release of Subsidiary Guarantees 69 SECTION 109 Section 11.01. Satisfaction and Discharge 70 SECTION 110 Section 11.02. Application of Trust Money 70 SECTION 111 Section 12.01. Trust Indenture Act Controls 112 Section 12.02. Notices 71 SECTION 12.02112 Section 12.03. Communication by Holders with Other Holders 113 Section 12.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03113 Section 12.05. Statements Required in Certificate or Opinion 73 SECTION 12.04113 Section 12.06. Rules by Trustee and Agents 73 SECTION 12.05114 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06114 Section 12.08. Governing Law 74 SECTION 12.07114 Section 12.09. Waiver of Jury Trial 74 SECTION 12.08114 Section 12.10. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09Force Majeure 114 Section 12.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10114 Section 12.12. Successors 74 SECTION 12.11114 Section 12.13. Severability 74 SECTION 12.12114 Section 12.14. Counterpart Originals 74 SECTION 12.13114 Section 12.15. Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 114 Section 12.16. Qualification of Indenture 115 Section 12.17. USA Patriot Act 75 EXHIBIT 115 EXHIBITS Exhibit A-1 Form of Face of Note EXHIBIT FORM OF NOTE (OTHER THAN THE PHRI NOTES) Exhibit A-2 Form of Face of Regulation S Temporary Note EXHIBIT FORM OF NOTE REPRESENTING THE PHRI NOTES Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”)TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE, dated as of April 1October 24, 20192016, among SMITHFIELD FOODS, INC.Hilton Grand Vacations Borrower LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “CompanyIssuer”), Hilton Grand Vacations Borrower Inc., a Delaware corporation wholly owned by the Issuer (the “Co-Issuer” and together with the Issuer, the “Issuers”), the Subsidiary Guarantors listed on the signature pages (as defined herein) from time to time party hereto and U.S. Bank Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”).
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Section 10.1 Guarantees 108 Section 10.2 Limitation on Guarantor Liability 68 SECTION 10.03Guarantees 110 Section 10.3 Limitation on Polish Guarantors 110 Section 10.4 No Subrogation 111 Section 10.5 Release 112 Section 11.1 Collateral and Security Documents 113 Section 11.2 Responsibilities of Security Agents 115 Section 11.3 Security Agents’ Individual Capacity 115 Section 11.4 Trustee May Perform 115 Section 11.5 Fees, etc. Execution 116 Section 11.6 Indemnification: Disclaimers, etc. 116 Section 11.7 Illegality; No inconsistency 116 Section 11.8 Rights of Trustee, the Security Agents and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. the Paying Agents 117 Section 11.9 Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction Collateral 117 Section 11.10 Authorization of Actions to be Taken by the Security Agents under the Security Documents 119 Section 11.11 Authorization of Receipt of Funds by the Security Agents under the Security Documents 119 Section 11.12 Trustee’s and Discharge 70 SECTION 11.02. Application Security Agents’ Compensation Not Prejudiced 119 Section 11.13 Creation of Trust Money 70 SECTION 12.01. Parallel Obligations 119 Section 11.14 Flagged Security 121 Section 12.1 Conversion of Notes 121 Section 12.2 Fractional Shares 123 Section 12.3 Cancellation of Converted Notes 123 Section 12.4 Responsibility of Trustee for Conversion Provisions 123 Section 12.5 Conversion Procedures 123 Section 12.6 Lock-Up Periods 124 Section 13.1 Notices 71 SECTION 12.02. 124 Section 13.2 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 127 Section 13.3 Statements Required in Certificate or Opinion 73 SECTION 12.04. 127 Section 13.4 Rules by Trustee Trustee, Paying Agents, Registrar 128 Section 13.5 Legal Holidays 128 Section 13.6 Governing Law 128 Section 13.7 Consent to Jurisdiction and Agents 73 SECTION 12.05. Service of Process 128 Section 13.8 No Adverse Interpretation of Other Agreements 129 Section 13.9 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06129 Section 13.10 Judgment Currency 129 Section 13.11 Calculations 129 Section 13.12 Additional Information 130 Section 13.13 Successors 130 Section 13.14 Counterpart Originals 130 Section 13.15 Severability 130 Section 13.16 Table of Contents, Headings, etc. Governing Law 74 SECTION 12.07. 130 Section 13.17 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of 130 Section 13.18 USA PATRIOT Act Section 326 Customer Identification Program 130 Section 13.19 Communication by Holders with Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Holders 131 Section 13.20 Trust Indenture Act 75 Controls 131 SCHEDULE 1 LIST OF INITIAL GUARANTORS EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note A FORM OF 10% CONVERTIBLE JUNIOR SECURED NOTE EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF SUPPLEMENTAL INDENTURE 310 (this “Indenture”)a)(1) 7.9 (a)(2) 7.9 (a)(3) N.A. (a)(4) N.A. (b) 7.7, dated as of April 17.9 (c) N.A. 311 (a) 7.12 (b) 7.12 (c) N.A. 312 (a) 2.05 (b) 13.19 (c) 13.19 313 (a) 7.13 (b)(1) 7.13, 201913.1 (b)(2) 7.13, among SMITHFIELD FOODS13.1 (c) 7.13, INC.13.1 (d) 7.13 314 (a) 4.14, a corporation duly organized and existing under the laws of the Commonwealth of Virginia 4.19, 13.3 (the “Company”)b) 11.1 (c)(1) 13.3 (c)(2) 13.3 (c)(3) N.A. (d) N.A. (e) 11.1, the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association11.9 (f) N.A. 315 (a) 7.1, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta7.2 (b) 7.5, Georgia13.1 (c) 6.4 (d) 7.1 (e) 6.15 316 (a)(last sentence) 2.9 (a)(1)(A) 6.8 (a)(1)(B) 6.7 (a)(2) N.A. (b) 6.10 (c) 2.9, as trustee 2.12 317 (the “Trustee”).a)(1) 6.11 (a)(2) 6.12 (b) 2.4 318 (a) 13.21 318 (b) N.A. 318 (c) 13.21
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 10.01 Guarantees 96 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. 10.02 Release of Subsidiary Guarantees 69 Guarantor 96 SECTION 11.01. Satisfaction and Discharge 70 11.01 [Reserved 97 SECTION 11.02. Application 11.02 Notices 97 SECTION 11.03 Communication by Holders of Trust Money 70 Notes with Other Holders of Notes 98 SECTION 12.01. Notices 71 SECTION 12.02. 11.04 Certificate and Opinion as to Conditions Precedent 73 99 SECTION 12.03. 11.05 Statements Required in Certificate or Opinion 73 99 SECTION 12.04. 11.06 Rules by Trustee and Agents 73 99 SECTION 12.05. 11.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 99 SECTION 12.06. 11.08 Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 100 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 11.09 No Adverse Interpretation of Other Agreements 74 100 SECTION 12.10. 11.10 Successors 74 100 SECTION 12.11. 11.11 Severability 74 100 SECTION 12.12. 11.12 Counterpart Originals 74 100 SECTION 12.13. 11.13 Table of Contents; Headings 75 , Headings, Etc. 100 SECTION 12.14. 11.14 Force Majeure 101 SECTION 11.15 Note Purchases by Company and Affiliates 101 SECTION 11.16 U.S.A. Patriot Act 75 EXHIBIT A-1 101 SECTION 11.17 Concerning the Trustee 101 Exhibit A Form of Face of Note EXHIBIT A-2 Exhibit B Form of Face Notation of Regulation S Temporary Note EXHIBIT B Subsidiary Guarantee Exhibit C Form of Certificate of Transfer EXHIBIT C Exhibit D Form of Certificate of Exchange EXHIBIT D Form This NINTH SUPPLEMENTAL INDENTURE, dated as of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE January 29, 2016 (this “Supplemental Indenture”), dated as of April 1is by and among TreeHouse Foods, 2019, among SMITHFIELD FOODS, INC.Inc., a Delaware corporation duly organized (such corporation and existing under any successor as defined in the laws of the Commonwealth of Virginia (Base Indenture and herein, the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as defined below) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
Appears in 1 contract
Sources: Ninth Supplemental Indenture (TreeHouse Foods, Inc.)
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution 116 Schedules and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release Exhibits Schedule 6.3 Locations of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction Assets Schedule 6.7 Insurance Schedule 6.11 Inventory Schedule 8.4 Corporate Name Schedule 8.5 Subsidiaries and Discharge 70 SECTION 11.02. Application Affiliates Schedule 8.7 Capitalization Schedule 8.9 [INTENTIONALLY OMITTED] Schedule 8.10 [INTENTIONALLY OMITTED] Schedule 8.11 Proprietary Rights Schedule 8.12 Trade Names and Terms of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Sale Schedule 8.13 Litigation Schedule 8.14 Restrictive Agreements Schedule 8.15 [INTENTIONALLY OMITTED] Schedule 8.16 Environmental Schedule 8.18 Defaults Schedule 8.19 ERISA Schedule 8.24 Material Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Change Schedule 9.6 [INTENTIONALLY OMITTED] Schedule 9.10 Debt Schedule 9.11 Certain Debt Schedule 9.14 [INTENTIONALLY OMITTED] Schedule 9.15 Liens Schedule 10.1(b) Documents Exhibit A [INTENTIONALLY OMITTED] Exhibit B Form of Certificate of Transfer EXHIBIT Interim Bankruptcy Order Exhibit C [INTENTIONALLY OMITTED] Exhibit D [INTENTIONALLY OMITTED] Exhibit E [INTENTIONALLY OMITTED] Exhibit F Form of Certificate Notice of Exchange EXHIBIT D Borrowing Exhibit G Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)Notice of Conversion Exhibit H Form of Borrowing Base Certificate Exhibit I [INTENTIONALLY OMITTED] Exhibit J Form of Assignment and Acceptance LOAN AGREEMENT, dated as of April 1November 9, 20191995, among SMITHFIELD FOODSthe financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation, as agent for the ratable benefit of itself and the Lenders, with offices at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and EDISON BROTHERS STORES, INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia a Debtor in Possession, with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Company”"Parent"), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National AssociationEDISON BROTHERS APPAREL STORES, INC, a national banking association duly organized Missouri corporation and existing under a Debtor in Possession, with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Apparel", and together with the laws of Parent, jointly and severally, the United States of America "Borrower"), and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”)Guarantors named herein and signatories hereto.
Appears in 1 contract
Guarantees. SECTION 10.01Section 11.01. Guarantee 66 SECTION 10.02Guarantees of the Notes 76 Section 11.02. Limitation on Guarantor Liability 68 SECTION 10.0378 Section 11.03. Successors and Assigns 79 Section 11.04. Execution and Delivery 68 SECTION 10.04of Guarantee 79 Section 11.05. No Waiver 79 Section 11.06. Modification 79 Section 11.07. Execution of Supplemental Indenture for Future Guarantors 79 Section 11.08. Non-impairment 80 Section 12.01. Agreement to Subordinate 80 Section 12.02. Liquidation, Dissolution, Bankruptcy 80 Section 12.03. Default on Senior Debt 81 Section 12.04. [Reserved] 81 Section 12.05. When Distribution Must Be Paid Over 81 Section 12.06. Subrogation 69 SECTION 10.0581 Section 12.07. Benefits Acknowledged 69 SECTION 10.06Relative Rights 82 Section 12.08. Release Subordination May Not Be Impaired by Guarantors 82 Section 12.09. Rights of Subsidiary Guarantees 69 SECTION 11.01Trustee and Paying Agent 82 Section 12.10. Satisfaction and Discharge 70 SECTION 11.02Distribution or Notice to Representative 82 Section 12.11. Application Article 12 Not to Prevent Events of Default or Limit Right to Accelerate 82 Section 12.12. Trust Money 70 SECTION 12.01Monies Not Subordinated 82 Section 12.13. Trustee Entitled to Rely 83 Section 12.14. Trustee to Effectuate Subordination 83 Section 12.15. Trustee Not Fiduciary for Holders of Senior Debt of a Guarantor 83 Section 12.16. Reliance by Holders of Senior Debt of a Guarantor on Subordination Provisions 83 Section 13.01. Trust Indenture Act Controls 84 Section 13.02. Notices 71 SECTION 12.0284 Section 13.03. Communication by the Holders with Other Holders 85 Section 13.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0385 Section 13.05. Statements Required in Certificate or Opinion 73 SECTION 12.0485 Section 13.06. When Notes Disregarded 85 Section 13.07. Rules by Trustee Trustee, Paying Agent and Agents 73 SECTION 12.05R▇▇▇▇▇▇▇▇ ▇▇ Section 13.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Legal Holidays 86 Section 13.09. Governing Law 74 SECTION 12.0786 Section 13.10. Waiver Jurisdiction; Consent to Service of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09Process 86 Section 13.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10Recourse Against Others 87 Section 13.12. Successors 74 SECTION 12.1187 Section 13.13. Severability 74 SECTION 12.12. Counterpart Multiple Originals 74 SECTION 12.1387 Section 13.14. Table of Contents; Headings 75 SECTION 12.1487 Section 13.15. U.S.A. Patriot Act 75 Indenture Controls 87 Section 13.16. Severability 87 Appendix A – Provisions Relating to Initial Notes, Additional Notes and Exchange Notes EXHIBIT A-1 INDEX Exhibit A – Initial Note Exhibit B – Exchange Note Exhibit C – Form of Face Transferee Letter of Note EXHIBIT A-2 Representation Exhibit D – Form of Face Notation of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Guarantee Exhibit E – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE 310 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10 (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee a)(2) 7.10 (the “Trustee”).a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.06 (b) 13.03 (c) 13.03 313 (a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 7.06 (d) 4.02; 4.09 314 (a) 4.02; 4.09 (b) N.A. (c)(1) 13.04 (c)(2) 13.04 (c)(3) N.A. (d) N.A. (e) 13.05 (f) 4.10 315 (a) 7.01 (b) 7.05 (c) 7.01 (d) 7.01 (e) 6.11 316 (a) (last sentence) 13.06 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 317 (a)(1) 6.08 (a)(2) 6.09 (b) 2.05 318 (b) 13.01
Appears in 1 contract
Sources: Indenture (Rural Metro Corp /De/)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 71 SECTION 10.02. Limitation on Guarantor Liability 68 73 SECTION 10.03. Successors and Assigns 73 SECTION 10.04. No Waiver 73 SECTION 10.05. Modification 73 SECTION 10.06. Execution and Delivery 68 of Security Guarantee 73 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.0610.07. Release of Subsidiary Guarantees 69 Guarantor 74 SECTION 10.08. Contribution 75 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 75 SECTION 11.02. Application of Trust Money 70 Notices 75 SECTION 12.0111.03. Notices 71 Communication by Holders with Other Holders 76 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 76 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 76 SECTION 12.0411.06. When Securities Disregarded 77 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.0511.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 77 SECTION 12.0611.09. Governing Law 74 77 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.10. No Adverse Interpretation of Other Agreements 74 Recourse Against Others 77 SECTION 12.1011.11. Successors 74 77 SECTION 12.1111.12. Severability 74 Multiple Originals 78 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 78 Rule 144A/Regulation S Appendix Exhibit 1 – Form of Face of Note EXHIBIT A-2 Initial Security Exhibit A – Form of Face of Regulation S Temporary Note EXHIBIT Exchange Security or Private Exchange Security Exhibit B – Form of Certificate Notation of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors Guarantee INDENTURE (this “Indenture”), dated as of April 1November 8, 20192012, among SMITHFIELD FOODS▇▇▇▇▇▇▇ ▇▇▇▇ HOMES, INC., a California corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as hereinafter defined) that from time to time become parties to this Indenture and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee BANK NATIONAL ASSOCIATION (the “Trustee”).. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Initial Securities, Exchange Securities, Private Exchange Securities and any Additional Securities:
Appears in 1 contract
Sources: Indenture (William Lyon Homes)
Guarantees. SECTION 10.01. Guarantee 66 SECTION -112- Section 10.02. Limitation on Guarantor Liability 68 SECTION -114- Section 10.03. Execution and Delivery 68 SECTION -114- Section 10.04. Subrogation 69 SECTION -114- Section 10.05. Benefits Acknowledged 69 SECTION -115- Section 10.06. Release of Subsidiary Guarantees 69 SECTION -115- Section 11.01. Satisfaction and Discharge 70 SECTION -115- Section 11.02. Application of Trust Money 70 SECTION -116- Section 12.01. Trust Indenture Act Controls -117- Section 12.02. Notices 71 SECTION 12.02-117- Section 12.03. Communication by Holders with Other Holders -118- Section 12.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03-118- Section 12.05. Statements Required in Certificate or Opinion 73 SECTION 12.04-118- Section 12.06. Rules by Trustee and Agents 73 SECTION 12.05-119- Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06-119- Section 12.08. Governing Law 74 SECTION 12.07-119- Section 12.09. Waiver of Jury Trial 74 SECTION 12.08-119- Section 12.10. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09Force Majeure -119- Section 12.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10-119- Section 12.12. Successors 74 SECTION 12.11-120- Section 12.13. Severability 74 SECTION 12.12-120- Section 12.14. Counterpart Originals 74 SECTION 12.13-120- Section 12.15. Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form -120- Section 12.16. Qualification of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Indenture -120- EXHIBITS Exhibit A FORM OF NOTE Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”)TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE, dated as of April 1January 30, 20192012, among SMITHFIELD FOODSSummit Materials, INC.LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), Summit Materials Finance Corp., a Delaware corporation wholly-owned by the Subsidiary Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto (as defined herein) and U.S. Bank Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (B&H Contracting, L.P.)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 103 SECTION 10.02. Limitation on Guarantor Liability 68 105 SECTION 10.03. Execution Successors and Delivery 68 Assigns 106 SECTION 10.04. Subrogation 69 No Waiver 106 SECTION 10.05. Benefits Acknowledged 69 Modification 106 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 107 SECTION 10.07. Non-Impairment 107 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 107 SECTION 11.02. Application of Trust Money 70 Notices 107 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 108 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 108 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 109 SECTION 12.0411.06. When Notes Disregarded 109 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 109 SECTION 12.0511.08. Legal Holidays 109 SECTION 11.09. GOVERNING LAW 109 SECTION 11.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 109 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1011.11. Successors 74 110 SECTION 12.1111.12. Severability 74 Multiple Originals 110 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 110 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 110 SECTION 11.15. Severability 110 SECTION 11.16. Jurisdiction 110 SECTION 11.17. Immunity 111 SECTION 11.18. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 111 Appendix A – Provisions Relating to Initial Notes, Additional Notes and Exchange Notes EXHIBIT A-1 INDEX Exhibit A – Form of Face of Initial Note EXHIBIT A-2 Exhibit B – Form of Face of Regulation S Temporary Exchange Note EXHIBIT B Exhibit C – Form of Certificate Transferee Letter of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT Representation Exhibit D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE 310(a)(1) 7.10; 7.11 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).a)(2) 7.10; 7.11
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Guarantees. SECTION 10.01. Section 13.01 Guarantee 66 SECTION 10.02. 84 Section 13.02 Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. 86 Section 13.03 [RESERVED] 86 Section 13.04 Subrogation 69 SECTION 10.05. 86 Section 13.05 Benefits Acknowledged 69 SECTION 10.06. 86 Section 13.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 87 Section 14.01 Satisfaction and Discharge 70 SECTION 11.02. 87 Section 14.02 Application of Trust Money 70 SECTION 12.01. 88 Section 15.01 Trust Indenture Act Controls 89 Section 15.02 Notices 71 SECTION 12.02. 89 Section 15.03 Communication by Holders of Notes with Other Holders of Notes 90 Section 15.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 90 Section 15.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 90 Section 15.06 Rules by Trustee and Agents 73 SECTION 12.05. 90 Section 15.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 91 Section 15.08 Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 91 Section 15.09 Force Majeure 91 Section 15.10 Successors 74 SECTION 12.11. 91 Section 15.11 Severability 74 SECTION 12.12. 91 Section 15.12 Counterpart Originals 74 SECTION 12.13. 91 Section 15.13 Table of Contents; Headings 75 SECTION 12.14, Headings, Etc. U.S.A. 92 Section 15.14 Qualification of Indenture 92 Section 15.15 USA Patriot Act 75 EXHIBIT A-1 92 Section 15.16 Tax Withholding 92 Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Notes Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1January 23, 20192015, among SMITHFIELD FOODSZayo Group, INC.LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), Zayo Capital, Inc. (the Subsidiary Guarantors listed on “Co-Issuer,” and together with the signature pages Company, the “Issuers”), the guarantors party hereto (the “Guarantors”), and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaAmerica, as trustee (the “Trustee”).
Appears in 1 contract
Guarantees. SECTION 10.011201. Guarantee 66 Guarantees 124 SECTION 10.021202. Severability 126 SECTION 1203. Restricted Subsidiaries 126 SECTION 1204. Limitation on Guarantor of Guarantors’ Liability 68 126 SECTION 10.031205. Execution and Delivery 68 Contribution 126 SECTION 10.041206. Subrogation 69 127 SECTION 10.051207. Reinstatement 127 SECTION 1208. Release of a Guarantor 127 SECTION 1209. Benefits Acknowledged 69 127 SECTION 10.061210. Matters of Brazilian Law 128 SECTION 1301. Issuer’s Option To Effect Legal Defeasance or Covenant Defeasance 128 SECTION 1302. Legal Defeasance and Discharge 128 SECTION 1303. Covenant Defeasance 128 SECTION 1304. Conditions to Legal Defeasance or Covenant Defeasance 129 SECTION 1305. Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions 130 SECTION 1306. Reinstatement 131 SECTION 1401. Security Documents 131 SECTION 1402. Release of Subsidiary Guarantees 69 Collateral 132 SECTION 11.011403. Satisfaction and Discharge 70 Suits to Protect the Collateral 133 SECTION 11.021404. Application Authorization of Trust Money 70 Receipt of Funds by the Trustee Under the Security Documents 133 SECTION 12.011405. Notices 71 Purchaser Protected 134 SECTION 12.021406. Certificate and Opinion as Powers Exercisable by Receiver or Trustee 134 SECTION 1407. [Reserved] 134 SECTION 1408. Notes Collateral Agents 134 APPENDIX & EXHIBITS Rule 144A/Regulation S/IAI Appendix EXHIBIT 1 to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Rule 144A/Regulation S/IAI Appendix – Form of Face of Note EXHIBIT A-2 2 to Rule 144A/Regulation S/IAI Appendix – Form of Face Transferee Letter of Regulation S Temporary Note Representation EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D A – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors EXHIBIT B – Form of Incumbency Certificate EXHIBIT C – Agreed Security Principles INDENTURE dated as of April 27, 2021 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC.Telesat Canada, a Canadian corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Issuer” or “Company”), Telesat LLC, a Delaware limited liability company and a Wholly-Owned Subsidiary of the Subsidiary Guarantors listed on Issuer (the “Co-Issuer,” and together with the Issuer, the “Co-Issuers”), having its principal office at 1▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, and certain of the Issuer’s direct and indirect Subsidiaries (as defined below), each named in the signature pages hereto and U.S. Bank National Association(each, a national “Guarantor” and, collectively, the “Guarantors”), THE BANK OF NEW YORK MELLON (“BNY Mellon”), a New York banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiacorporation, as trustee Trustee (in such capacity, the “Trustee”)) and as a notes collateral agent, TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as an on-shore notes collateral agent, and TMF TRUSTEE LIMITED, as an on-shore notes collateral agent.
Appears in 1 contract
Sources: Indenture (Telesat Canada)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 122 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 124 Section 10.03 Execution and Delivery 68 SECTION 10.04. 124 Section 10.04 Subrogation 69 SECTION 10.05. 125 Section 10.05 Benefits Acknowledged 69 SECTION 10.06. 125 Section 10.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 125 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 126 Section 11.02 Application of Trust Money 70 SECTION 12.01. 127 COLLATERAL 127 Section 12.01 Security Documents 127 Section 12.02 Notes Collateral Agent 127 Section 12.03 Authorization of Actions to Be Taken 129 Section 12.04 Release of Collateral 130 Section 12.05 Powers Exercisable by Receiver or Trustee 130 Section 12.06 [Reserved] 131 Section 13.01 Electronic Signatures 131 Section 13.02 Notices 71 SECTION 12.02. 131 Section 13.03 [Reserved] 132 Section 13.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 132 Section 13.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 132 Section 13.06 Rules by Trustee and Agents 73 SECTION 12.05. 133 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 133 Section 13.08 Governing Law 74 SECTION 12.07. 133 Section 13.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 133 Section 13.10 Force Majeure 133 Section 13.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 133 Section 13.12 Successors 74 SECTION 12.11. 133 Section 13.13 Severability 74 SECTION 12.12. 134 Section 13.14 Counterpart Originals 74 SECTION 12.13. 134 Section 13.15 Table of Contents; Headings 75 SECTION 12.14, Headings, Etc. U.S.A. Patriot Act 75 EXHIBIT A-1 134 Section 13.16 Entire Agreement. 134 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT A-1 Exhibit B Form of Certificate of Transfer EXHIBIT B-1 Exhibit C Form of Certificate of Exchange EXHIBIT C-1 Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1May 13, 20192020, among SMITHFIELD FOODS, INC.PBF Holding Company LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), PBF Finance Corporation, a Delaware corporation (“Finance Co.” and, together with the Subsidiary Company, the “Issuers”), the Guarantors listed on the signature pages hereto and U.S. Bank (as defined herein), Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”), paying agent (the “Paying Agent”), registrar (the “Registrar”), transfer agent (the “Transfer Agent”), authenticating agent (the “Authenticating Agent”) and collateral agent (the “Notes Collateral Agent”).
Appears in 1 contract
Sources: Indenture (PBF Energy Co LLC)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 89 Section 10.02 Severability 91 Section 10.03 Limitation on of Liability 91 Section 10.04 Contribution 91 Section 10.05 Subrogation 91 Section 10.06 Reinstatement 91 Section 10.07 Release of a Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. 92 Section 10.08 Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of 92 Section 11.01 Trust Money 70 SECTION 12.01. Indenture Act Controls 92 Section 11.02 Notices 71 SECTION 12.02. 92 Section 11.03 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 94 Section 11.04 Statements Required in Certificate or and Opinion 73 SECTION 12.04. 94 Section 11.05 Rules by Trustee and Agents 73 SECTION 12.05. 95 Section 11.06 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 95 Section 11.07 Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 95 Section 11.08 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 95 Section 11.09 Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. 95 Section 11.10 Separability 96 Section 11.11 Counterpart Originals 74 SECTION 12.13. 96 Section 11.12 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 96 Section 11.13 Status as Senior Debt 96 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note A FORM OF NOTE EXHIBIT B Form of Certificate of Transfer FORM OF CERTIFICATE OF TRANSFER EXHIBIT C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF NOTATION OF GUARANTEE EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”)INDENTURE, dated as of April 1December 20, 2019, among SMITHFIELD FOODS, INC.Alliance Data Systems Corporation, a corporation duly organized and existing under Delaware corporation, as issuer, the laws Subsidiaries of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors Company listed on the signature pages page hereto and U.S. Bank National AssociationMUFG Union Bank, a national banking association duly organized and existing under N.A. as trustee. Each party agrees as follows for the laws benefit of the United States other parties and for the equal and ratable benefit of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”)Holders of the Notes.
Appears in 1 contract
Guarantees. SECTION Section 10.01. Unconditional Guarantee 66 SECTION 82 Section 10.02. Severability 82 Section 10.03. Limitation on Guarantor Guarantor’s Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 83 Section 10.04. Subrogation 69 SECTION Successors and Assigns 84 Section 10.05. Benefits Acknowledged 69 SECTION No Waiver 84 Section 10.06. Release of Subsidiary Guarantees 69 SECTION Guarantor 84 Section 10.07. Execution of Supplemental Indenture for Future Guarantors 85 Section 10.08. Notation of Note Guarantee 85 Section 10.09. Subordination of Subrogation and Other Rights 85 Section 11.01. Satisfaction and Discharge 70 SECTION TIA Controls 86 Section 11.02. Application of Trust Money 70 SECTION 12.01Notices 86 Section 11.03. Notices 71 SECTION 12.02Communications by Holders with Other Holders 87 Section 11.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0387 Section 11.05. Statements Required in Certificate or and Opinion 73 SECTION 12.0487 Section 11.06. Rules by Trustee and Agents 73 SECTION 12.0587 Section 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Legal Holidays 87 Section 11.08. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0988 Section 11.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1088 Section 11.10. No Recourse Against Others 88 Section 11.11. Successors 74 SECTION 12.1188 Section 11.12. Severability 74 SECTION 12.12Consent to Jurisdiction; Waiver of Immunities 88 Section 11.13. Counterpart Originals 74 SECTION 12.13Multiple Counterparts 88 Section 11.14. Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 EXHIBIT A-1 88 Section 11.15. Separability 89 Section 11.16. Waiver of ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇-▇ Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT A-1 Exhibit B Form of Certificate to Be Delivered Upon Exchange or Registration of Transfer EXHIBIT of Notes B-1 Exhibit C Form of Transferee Letter of Representation C-1 Exhibit D Form of Certificate of Exchange EXHIBIT D to Be Delivered in Connection with Regulation S Transfers D-1 Exhibit E Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)E-1 INDENTURE, dated as of April 1July 8, 20192013, among SMITHFIELD FOODSHercules Offshore, INC.Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), each of the Subsidiary Guarantors listed on the signature pages hereto GUARANTORS (as defined herein) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”).. The Issuer has duly authorized the creation of an issue of 8.750% Senior Notes due 2021 (the “Initial Notes”) and, to provide therefor, the Issuer and each Guarantor have duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Issuer, and authenticated and delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid and binding agreement of the Issuer and the Guarantors, have been done. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:
Appears in 1 contract
Sources: Indenture (Hercules Offshore, Inc.)
Guarantees. SECTION 10.0111.01. Guarantee 66 Guarantees 58 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.0611.02. Release of Subsidiary Guarantor 58 SECTION 11.03. Contribution 59 SECTION 11.04. Parity with Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 Delivered Under the Existing Indenture 59 SECTION 12.01. Notices 71 Agreement to Subordinate 59 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 Liquidation, Dissolution, Bankruptcy 59 SECTION 12.03. Statements Required in Certificate or Opinion 73 Default on Senior Debt of Guarantor 60 SECTION 12.04. Demand for Payment 60 SECTION 12.05. When Distribution Must Be Paid Over 60 SECTION 12.06. Subrogation 60 SECTION 12.07. Relative Rights 60 SECTION 12.08. Subordination May Not Be Impaired by Guarantor 60 SECTION 12.09. Rights of Trustee and Paying Agents 61 SECTION 12.10. Distribution or Notice to Representative 61 SECTION 12.11. Article 12 Not to Prevent Events of Default or Limit Right to Demand Payment 61 SECTION 12.12. Trustee Entitled to Rely 61 SECTION 12.13. Trustee to Effectuate Subordination 61 SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Debt of Guarantor 62 SECTION 13.01. Trust Indenture Act Controls 62 SECTION 13.02. Notices 62 SECTION 13.03. Rules by Trustee and Agents 73 63 SECTION 12.0513.04. No Personal Liability of Directors, Officers, Employees and Stockholders 73 63 SECTION 12.0613.05. Governing Law 74 63 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0913.06. No Adverse Interpretation of Other Agreements 74 63 SECTION 12.1013.07. Successors 74 63 SECTION 12.1113.08. Severability 74 64 SECTION 12.1213.09. Counterpart Originals 74 64 SECTION 12.1313.10. Table of Contents, Headings, Etc. 64 SECTION 13.11. Note Purchases by Company and Affiliates 64 SECTION 13.12. Agent for Service; Headings 75 Submission to Jurisdiction; Waiver of Immunity 64 SECTION 12.1413.13. U.S.A. Patriot Act 75 EXHIBIT A-1 Waiver of Jury Trial 64 Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate Guarantee This FIRST SUPPLEMENTAL INDENTURE, dated as of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE March 8, 2010 (this “First Supplemental Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC.is by and between Central Garden & Pet Company, a Delaware corporation duly organized (such corporation and existing under any successor as defined in the laws of the Commonwealth of Virginia Base Indenture (as defined below), the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as defined below) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
Appears in 1 contract
Sources: First Supplemental Indenture (Central Garden & Pet Co)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 98 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. 99 Section 10.03 Guarantee Evidenced by Indenture 99 Section 10.04 Releases 100 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 101 Section 11.02 Application of Trust Money 70 SECTION 12.01. 102 Section 12.01 [Reserved] 102 Section 12.02 Notices 71 SECTION 12.02. 102 Section 12.03 Benefit of Indenture 104 Section 12.04 Certificate and of Opinion as to Conditions Precedent 73 SECTION 12.03. 104 Section 12.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 104 Section 12.06 Rules by Trustee and Agents 73 SECTION 12.05. 105 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Members 105 Section 12.08 Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. Law; Jurisdiction 105 Section 12.09 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 105 Section 12.10 Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. 105 Section 12.11 Severability; Entire Agreement 106 Section 12.12 Counterpart Originals 74 SECTION 12.13. 106 Section 12.13 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form 106 Section 12.14 Payment Due Other Than a Business Day 106 Section 12.15 Action by Holders 106 Section 12.16 Waiver of Face Jury Trial 108 Section 12.17 Electronic Delivery 108 Section 12.18 Language of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Notices. Etc. 109 Exhibit A FORM OF NOTE Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE dated as of April 1January 20, 2019, 2021 among SMITHFIELD FOODS, INC.California Resources Corporation, a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), the Subsidiary Guarantors listed on the signature pages hereto (as defined) and U.S. Bank Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).. The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 7.125% Senior Notes due 2026 (as further defined herein, the “Notes”):
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 68 SECTION 10.02. Limitation on Guarantor Liability 68 69 SECTION 10.03. Successors and Assigns 70 SECTION 10.04. No Waiver 70 SECTION 10.05. Modification 70 SECTION 10.06. Execution and Delivery 68 of Security Guarantee 70 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.0610.07. Release of Subsidiary Guarantees 69 Guarantor 71 SECTION 10.08. Contribution 71 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 72 SECTION 11.02. Application of Trust Money 70 Notices 72 SECTION 12.0111.03. Notices 71 Communication by Holders with Other Holders 73 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 SECTION 12.0411.06. When Securities Disregarded 73 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.0511.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 74 SECTION 12.0611.09. Governing Law 74 SECTION 12.0711.10. Waiver of Jury Trial No Recourse Against Others 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1011.11. Successors 74 SECTION 12.1111.12. Severability 74 SECTION 12.12. Counterpart Multiple Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 74 Rule 144A/Regulation S Appendix Exhibit 1 – Form of Face of Note EXHIBIT A-2 Initial Security Exhibit A – Form of Face of Regulation S Temporary Note EXHIBIT Exchange Security or Private Exchange Security Exhibit B – Form of Certificate Notation of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors Guarantee INDENTURE (this “Indenture”), dated as of April 1▇▇▇▇▇ ▇▇, 2019▇▇▇▇, among SMITHFIELD FOODS▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ HOMES, INC., a California corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as hereinafter defined) that from time to time become parties to this Indenture and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee BANK NATIONAL ASSOCIATION (the “Trustee”).. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Initial Securities, Exchange Securities, Private Exchange Securities and any Additional Securities:
Appears in 1 contract
Sources: Indenture (William Lyon Homes)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 91 SECTION 10.02. Limitation on Guarantor Liability 68 93 SECTION 10.03. Execution Successors and Delivery 68 Assigns 93 SECTION 10.04. Subrogation 69 No Waiver 93 SECTION 10.05. Benefits Acknowledged 69 Modification 93 SECTION 10.06. [Intentionally Omitted] 94 SECTION 10.07. Release of Subsidiary Guarantees 69 Guarantor 94 SECTION 10.08. Contribution 94 SECTION 11.01. Satisfaction and Discharge 70 Notices 95 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 97 SECTION 12.0311.03. Statements Required in Certificate or Opinion 73 97 SECTION 12.0411.04. Rules by Trustee and Agents 73 97 SECTION 12.0511.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 98 SECTION 12.0611.06. Governing Law 74 98 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.07. No Adverse Interpretation of Other Agreements 74 98 SECTION 12.1011.08. Successors 74 98 SECTION 12.1111.09. Severability 74 98 SECTION 12.1211.10. Counterpart Originals 74 98 SECTION 12.1311.11. Table of Contents; Headings 75 , Headings, etc 98 SECTION 12.1411.12. U.S.A. Patriot Act 75 EXHIBIT A-1 Form Waiver of Face Trial by Jury 98 SECTION 11.13. Agreement to Provide Certain Tax-Related Information to the Trustee 99 SECTION 11.14. Submission to Jurisdiction 99 SECTION 11.15. Designated Senior Debt 99 SECTION 11.16. Intercreditor Agreement Controls 99 SECTION 11.17. OFAC 100 SECTION 12.01. The Notes Collateral Agents 100 SECTION 12.02. Acceptance of Note EXHIBIT A-2 Form Security Documents 104 SECTION 12.03. Further Assurances 105 SECTION 12.04. After-Acquired Property 105 SECTION 12.05. Mortgages 105 SECTION 12.06. Post-Closing Obligations 106 SECTION 12.07. Release 106 SECTION 12.08. Enforcement of Face of Remedies 108 SECTION 12.09. Compensation and Indemnification 108 RULE 144A/REGULATION S APPENDIX Exhibit A to the Rule 144A/Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors Appendix FORM OF NOTE INDENTURE (this “Indenture”), dated as of April 1August 18, 20192023, among SMITHFIELD FOODS, INC.TransDigm Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. (as herein defined), The Bank National Associationof New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”)., and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”). The Company, Holdings, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as herein defined):
Appears in 1 contract
Sources: Indenture (TransDigm Group INC)
Guarantees. SECTION 10.01. Guarantee 66 11.01 Guarantees 140 SECTION 10.02. 11.02 Limitation on Liability 143 SECTION 11.03 Successors and Assigns 143 SECTION 11.04 No Waiver 144 SECTION 11.05 Modification 144 SECTION 11.06 Execution of Supplemental Indenture for Future Guarantors 144 SECTION 11.07 Non-Impairment 144 SECTION 12.01 Agreement to Subordinate 144 SECTION 12.02 Liquidation, Dissolution, Bankruptcy 145 SECTION 12.03 Default on Designated Senior Indebtedness of a Guarantor Liability 68 145 SECTION 10.03. Execution 12.04 Demand for Payment 146 SECTION 12.05 When Distribution Must Be Paid Over 147 SECTION 12.06 Subrogation 147 SECTION 12.07 Relative Rights 147 SECTION 12.08 Subordination May Not Be Impaired by a Guarantor 147 SECTION 12.09 Rights of Trustee and Delivery 68 Paying Agent 147 SECTION 10.04. Subrogation 69 12.10 Distribution or Notice to Representative 148 SECTION 10.05. Benefits Acknowledged 69 12.11 Article 12 Not to Prevent Events of Default or Limit Right to Accelerate 148 SECTION 10.06. Release 12.12 Trustee Entitled to Rely 148 SECTION 12.13 Trustee to Effectuate Subordination 148 SECTION 12.14 Trustee Not Fiduciary for Holders of Subsidiary Guarantees 69 Senior Indebtedness of a Guarantor 149 SECTION 11.01. Satisfaction and Discharge 70 12.15 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions 149 SECTION 11.02. Application of 12.16 Trust Money 70 Monies Not Subordinated 149 SECTION 12.01. 13.01 Trust Indenture Act Controls 150 SECTION 13.02 Notices 71 150 SECTION 12.02. 13.03 Communication by the Holders with Other Holders 150 SECTION 13.04 Certificate and Opinion as to Conditions Precedent 73 151 SECTION 12.03. 13.05 Statements Required in Certificate or Opinion 73 151 SECTION 12.04. 13.06 When Securities Disregarded 151 SECTION 13.07 Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of DirectorsTrustee, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 and Registrar 152 SECTION 12.09. 13.08 Legal Holidays 152 SECTION 13.09 GOVERNING LAW 152 SECTION 13.10 No Adverse Interpretation of Other Agreements 74 Recourse Against Others 152 SECTION 12.10. 13.11 Successors 74 152 SECTION 12.11. Severability 74 13.12 Multiple Originals 152 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. 13.13 Table of Contents; Headings 75 152 SECTION 12.14. U.S.A. Patriot Act 75 13.14 Indenture Controls 152 SECTION 13.15 Severability 152 Appendix A – Provisions Relating to Initial Securities, Additional Securities and Exchange Securities EXHIBIT A-1 INDEX Exhibit A – Initial Security Exhibit B – Exchange Security Exhibit C – Form of Face Transferee Letter of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT Representation Exhibit D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (Verso Paper Corp.)
Guarantees. SECTION 10.01. Guarantee 66 87 SECTION 10.02. Limitation on Guarantor Liability 68 89 SECTION 10.03. Execution and Delivery 68 89 SECTION 10.04. Subrogation 69 90 SECTION 10.05. Benefits Acknowledged 69 90 SECTION 10.06. Release of Subsidiary Guarantees 69 90 SECTION 11.01. Satisfaction and Discharge 70 91 SECTION 11.02. Application of Trust Money 70 92 SECTION 12.01. Notices 71 Trust Indenture Act Controls 92 SECTION 12.02. Notices 92 SECTION 12.03. [Reserved] 93 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 94 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 94 SECTION 12.0412.06. Rules by Trustee and Agents 73 94 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 94 SECTION 12.0612.08. Governing Law 74 94 SECTION 12.0712.09. Waiver of Jury Trial 74 95 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 95 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 95 SECTION 12.12. Successors 95 SECTION 12.13. Severability 95 SECTION 12.14. Counterpart Originals 74 95 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc. 95 SECTION 12.1412.16. U.S.A. Patriot Qualification of Indenture 95 SECTION 12.17. USA PATRIOT Act 75 EXHIBIT A-1 96 SECTION 13.01. The Collateral 96 SECTION 13.02. Further Assurances 97 SECTION 13.03. Release of Collateral 97 SECTION 13.04. Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents 99 SECTION 13.05. Appointment and Authorization of U.S. Bank Trust Company, National Association as Collateral Agent 100 SECTION 13.06. Collateral Accounts 101 SECTION 13.07. Resignation of Collateral Agent 101 SECTION 13.08. Junior Priority Intercreditor Agreements 101 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1November 28, 20192023, among SMITHFIELD FOODS, INC.IQVIA Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware corporation, each Guarantor (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto as defined herein) and U.S. Bank Trust Company, National Association, a national banking association duly organized as Trustee and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”)Collateral Agent.
Appears in 1 contract
Sources: Indenture (Iqvia Holdings Inc.)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 107 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. 108 Section 10.03 Guarantee Evidenced by Indenture 109 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 109 Section 10.05 Releases 110 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 111 Section 11.02 Application of Trust Money 70 SECTION 12.01. 112 Section 12.01 Trust Indenture 113 Section 12.02 Notices 71 SECTION 12.02. 113 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 114 Section 12.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 114 Section 12.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 114 Section 12.06 Rules by Trustee and Agents 73 SECTION 12.05. 115 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Members 115 Section 12.08 Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 116 Section 12.09 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 116 Section 12.10 Successors 74 SECTION 12.11. 116 Section 12.11 Severability 74 SECTION 12.12. 116 Section 12.12 Counterpart Originals 74 SECTION 12.13. 116 Section 12.13 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form 116 Section 12.14 Payment Date Other Than a Business Day 116 Section 12.15 Action by Holders 117 Section 12.16 Benefit of Face Indenture 118 Section 12.17 Language of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Notices, Etc. 118 Exhibit A FORM OF NOTE Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), INDENTURE dated as of April February 1, 2019, 2022 among SMITHFIELD FOODS, INC.Range Resources Corporation, a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), the Subsidiary Guarantors listed on the signature pages hereto (as defined) and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”).. The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 4.75% Senior Notes due 2030 (as further defined herein, the “Notes”):
Appears in 1 contract
Sources: Indenture (Range Resources Corp)
Guarantees. SECTION 10.01. 10.01 Unconditional Guarantee 66 71 SECTION 10.02. 10.02 Benefits Acknowledged 72 SECTION 10.03 Limitation on Guarantor Liability 68 72 SECTION 10.03. Execution and Delivery 68 10.04 Notation of Guarantee Not Required 72 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. 10.05 Release of Subsidiary a Guarantor; Termination of Guarantees 69 73 SECTION 11.01. Satisfaction 10.06 Subrogation 73 SECTION 10.07 Waiver 74 SECTION 10.08 No Obligation To Take Action Against the Company 74 SECTION 10.09 Default and Discharge 70 Enforcement 74 SECTION 11.02. Application of Trust Money 70 10.10 Amendment, Etc 74 SECTION 12.01. 10.11 Costs and Expenses 74 SECTION 11.01 [Reserved] 74 SECTION 11.02 Notices 71 75 SECTION 12.02. 11.03 [Reserved] 76 SECTION 11.04 Certificate and Opinion as to Conditions Precedent 73 76 SECTION 12.03. 11.05 Statements Required in Certificate or Opinion 73 76 SECTION 12.04. 11.06 Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 11.07 Business Day 77 SECTION 12.06. 11.08 Governing Law 74 77 SECTION 12.07. Waiver 11.09 No Recourse Against Others 77 SECTION 11.10 Successors 77 SECTION 11.11 Multiple Originals 77 SECTION 11.12 Table of Jury Trial 74 Contents; Headings 77 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 11.13 Force Majeure 77 SECTION 12.09. 11.14 Severability 78 SECTION 11.15 USA Patriot Act 78 SECTION 11.16 No Adverse Interpretation of Other Agreements 74 78 SECTION 12.10. Successors 74 11.17 Applicable Tax Law 78 SECTION 12.11. Severability 74 11.18 Waiver of Jury Trial 79 SECTION 12.12. Counterpart Originals 74 11.19 Submission to Jurisdiction 79 SECTION 12.13. Table 11.20 Electronic Execution 79 SECTION 12.01 Security Documents 80 SECTION 12.02 Release of Contents; Headings 75 Collateral 81 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 12.03 Suits to Protect the Collateral 82 SECTION 12.04 Authorization of Receipt of Funds by the Trustee Under the Security Documents 82 SECTION 12.05 Purchaser Protected 82 SECTION 12.06 Powers Exercisable by Receiver or Trustee 82 SECTION 12.07 Notes Collateral Agent 82 Appendix A – Transfer Restrictions Exhibit A – Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D – Form of Supplemental Indenture Exhibit C – Form of Transfer Certificate for Transfer or Exchange from Rule 144A Global Note to Regulation S Global Note prior to the Expiration of the Distribution Compliance Period Exhibit D – Form of Transfer Certificate for the Transfer or Exchange from Rule 144A Global Note to Regulation S Global Note after the Expiration of the Distribution Compliance Period Exhibit E – Form of Transfer Certificate for Transfer or Exchange from Regulation S Global Note to Rule 144A Global Note prior to the Expiration of the Distribution Compliance Period Exhibit F – Form of Transfer Certificate for Other Transfers and Exchanges Note: This Table of Contents shall not, for any purpose, be deemed to be Delivered by Subsidiary Guarantors part of this Indenture. INDENTURE dated as of June 29, 2021 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS) between APOLLO COMMERCIAL REAL ESTATE FINANCE, INC., a Maryland corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as defined herein) named herein, and U.S. Bank National Association▇▇▇▇▇ FARGO BANK, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaNATIONAL ASSOCIATION, as trustee Trustee (the “Trustee”) and notes collateral agent (the “Notes Collateral Agent”).. Each party hereto agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 4.625% Senior Secured Notes due 2029 to be issued, from time to time, as provided in this Indenture:
Appears in 1 contract
Sources: Indenture (Apollo Commercial Real Estate Finance, Inc.)
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. 111 Section 11.02 Limitation on Guarantor Liability 68 SECTION 10.03. 113 Section 11.03 Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Guarantee 113 Section 11.04 Guarantors May Consolidate, Etc., on Certain Terms 114 Section 11.05 Releases 115 Section 12.01 Satisfaction and Discharge 70 SECTION 11.02. 117 Section 12.02 Application of Trust Money 70 SECTION 12.01. 118 Section 13.01 [Reserved] 118 Section 13.02 Notices 71 SECTION 12.02. 118 Section 13.03 Communication by Holders of Notes with Other Holders of Notes 120 Section 13.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 120 Section 13.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 120 Section 13.06 Rules by Trustee and Agents 73 SECTION 12.05. 120 Section 13.07 No Personal Liability of DirectorsIncorporators, Stockholders, Members, Officers, Directors or Employees and Stockholders 73 SECTION 12.06. 121 Section 13.08 Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. Law; Jurisdiction 121 Section 13.09 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 121 Section 13.10 Successors 74 SECTION 12.11. 121 Section 13.11 Severability 74 SECTION 12.12. 122 Section 13.12 Counterpart Originals 74 SECTION 12.13. 122 Section 13.13 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form 122 Section 13.14 Waiver of Face of Note EXHIBIT A-2 Form of Face of Regulation Jury Trial 122 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S Temporary Note EXHIBIT TEMPORARY GLOBAL NOTE Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), Exhibit F FORM OF CROSSING LIEN INTERCREDITOR AGREEMENT INDENTURE dated as of April 125, 2019, 2019 among SMITHFIELD FOODS, INC.Gogo Intermediate Holdings LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the Subsidiary “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto (as defined herein) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).. The Issuers, the Guarantors, the Trustee and the Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 9.875% Senior Secured Notes due 2024 (the “notes”):
Appears in 1 contract
Sources: Indenture (Gogo Inc.)
Guarantees. Guarantee 38 ARTICLE 11 MISCELLANEOUS SECTION 10.01. Guarantee 66 11.01 Trust Indenture Act Controls 38 SECTION 10.02. Limitation on Guarantor Liability 68 11.02 Notices 38 SECTION 10.03. Execution and Delivery 68 11.03 Communication by Holders With Other Holders 39 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. 11.04 Certificate and Opinion as to Conditions Precedent 73 40 SECTION 12.03. 11.05 Statements Required in Certificate or Opinion 73 40 SECTION 12.04. 11.06 Rules by Trustee and Agents 73 40 SECTION 12.05. 11.07 Legal Holidays 40 SECTION 11.08 No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 41 SECTION 12.06. 11.09 Counterparts 41 SECTION 11.10 Governing Law 74 41 SECTION 12.07. 11.11 Submission to Jurisdiction; Service of Process; Waiver of Jury Trial 74 41 SECTION 12.08. Appointment 11.12 Severability 42 SECTION 11.13 Effect of Note Registrar Headings, Table of Contents, Etc 42 SECTION 11.14 Successors and Paying Agent 74 Assigns 42 SECTION 12.09. 11.15 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors 42 INDENTURE (this “Indenture”), dated as of April 1by and among Mobile Mini, 2019, among SMITHFIELD FOODS, INC.Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware corporation, (the “CompanyIssuer”), the Subsidiary Guarantors guarantors listed on Schedule 1 hereto (herein called the signature pages hereto “Guarantors”) and U.S. Bank National Association, a national banking association duly organized and existing under the laws Law Debenture Trust Company of the United States of America and having a corporate trust office in Atlanta, GeorgiaNew York, as trustee Trustee (the “Trustee”).. The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of each series of the Securities:
Appears in 1 contract
Sources: Indenture (Mobile Mini Inc)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 78 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 79 Section 10.03 Execution and Delivery 68 SECTION 10.04. 80 Section 10.04 Subrogation 69 SECTION 10.05. 80 Section 10.05 Benefits Acknowledged 69 SECTION 10.06. 80 Section 10.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 80 Section 10.07 Certain Dutch, Irish, Luxembourg and Swiss Matters 81 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 82 Section 11.02 Application of Trust Money 70 SECTION 12.01. 83 Section 12.01 [Reserved] 84 Section 12.02 Notices 71 SECTION 12.02. 84 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 85 Section 12.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 85 Section 12.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 85 Section 12.06 Rules by Trustee and Agents 73 SECTION 12.05. 86 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 86 Section 12.08 Governing Law 74 SECTION 12.07. 86 Section 12.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 86 Section 12.10 Force Majeure 86 Section 12.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 86 Section 12.12 Successors 74 SECTION 12.11. 87 Section 12.13 Severability 74 SECTION 12.12. 87 Section 12.14 Counterpart Originals 74 SECTION 12.13. 87 Section 12.15 Table of Contents, Headings, etc. 87 Section 12.16 [Reserved] 87 Section 12.17 Currency of Account; Headings 75 SECTION 12.14. Conversion of Currency; Foreign Exchange Restrictions 87 Section 12.18 Agent for Service; Submission to Jurisdiction; Waiver of Immunity 89 Section 12.19 U.S.A. Patriot Act 75 EXHIBIT A-1 90 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1May 28, 20192021, among SMITHFIELD FOODS, INC.▇▇▇▇▇▇▇ Finance LLC, a Delaware limited liability company (“Nielsen LLC”), ▇▇▇▇▇▇▇ Finance Co., a Delaware corporation duly organized (together with Nielsen LLC and existing under the laws not any of the Commonwealth of Virginia (their subsidiaries, the “CompanyIssuers”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and U.S. Deutsche Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaTrust Company Americas, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (Nielsen Holdings PLC)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 86 Section 10.02 Severability 88 Section 10.03 Limitation on of Liability 88 Section 10.04 Contribution 88 Section 10.05 Subrogation 88 Section 10.06 Reinstatement 88 Section 10.07 Release of a Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. 89 Section 10.08 Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of 89 Section 11.01 Trust Money 70 SECTION 12.01. Indenture Act Controls 89 Section 11.02 Notices 71 SECTION 12.02. 89 Section 11.03 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 91 Section 11.04 Statements Required in Certificate or and Opinion 73 SECTION 12.04. 91 Section 11.05 Rules by Trustee and Agents 73 SECTION 12.05. 91 Section 11.06 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 91 Section 11.07 Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 92 Section 11.08 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 92 Section 11.09 Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. 92 Section 11.10 Separability 92 Section 11.11 Counterpart Originals 74 SECTION 12.13. 92 Section 11.12 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 92 Section 11.13 Qualification of Indenture 92 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note A FORM OF NOTE EXHIBIT B Form of Certificate of Transfer FORM OF CERTIFICATE OF TRANSFER EXHIBIT C Form of Certificate of Exchange FORM OF CERTIFICATE OF EXCHANGE EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF NOTATION OF GUARANTEE EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”)INDENTURE, dated as of April 1September 27, 20192010, among SMITHFIELD FOODSFTI Consulting, INC.Inc., a corporation duly organized and existing under Maryland corporation, as issuer, the laws Subsidiaries of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors Company listed on the signature pages page hereto and U.S. Bank National AssociationWilmington Trust Company, a national Delaware banking association duly organized and existing under corporation, as trustee. Each party agrees as follows for the laws benefit of the United States other parties and for the equal and ratable benefit of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”)Holders of the Notes.
Appears in 1 contract
Sources: Indenture (Fti Consulting Inc)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 80 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 82 Section 10.03 Execution and Delivery 68 SECTION 10.04. 82 Section 10.04 Subrogation 69 SECTION 10.05. 83 Section 10.05 Benefits Acknowledged 69 SECTION 10.06. 83 Section 10.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 83 Section 10.07 Certain Dutch, Irish, Luxembourg and Swiss Matters 84 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 85 Section 11.02 Application of Trust Money 70 SECTION 12.01. 86 Section 12.01 [Reserved] 86 Section 12.02 Notices 71 SECTION 12.02. 86 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 87 Section 12.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 88 Section 12.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 88 Section 12.06 Rules by Trustee and Agents 73 SECTION 12.05. 88 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 88 Section 12.08 Governing Law 74 SECTION 12.07. 89 Section 12.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 89 Section 12.10 Force Majeure 89 Section 12.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 89 Section 12.12 Successors 74 SECTION 12.11. 89 Section 12.13 Severability 74 SECTION 12.12. 89 Section 12.14 Counterpart Originals 74 SECTION 12.13. 89 Section 12.15 Table of Contents, Headings, etc. 90 Section 12.16 [Reserved] 90 Section 12.17 Currency of Account; Headings 75 SECTION 12.14. Conversion of Currency; Foreign Exchange Restrictions 90 Section 12.18 Agent for Service; Submission to Jurisdiction; Waiver of Immunity 92 Section 12.19 U.S.A. Patriot Act 75 EXHIBIT A-1 92 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1September 24, 20192020, among SMITHFIELD FOODS, INC.▇▇▇▇▇▇▇ Finance LLC, a Delaware limited liability company (“Nielsen LLC”), ▇▇▇▇▇▇▇ Finance Co., a Delaware corporation duly organized (together with Nielsen LLC and existing under the laws not any of the Commonwealth of Virginia (their subsidiaries, the “CompanyIssuers”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and U.S. Deutsche Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaTrust Company Americas, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (Nielsen Holdings PLC)
Guarantees. SECTION 10.01. Section 12.01 Subsidiary Guarantee 66 SECTION 10.02. 85 Section 12.02 Limitation on Subsidiary Guarantor Liability 68 SECTION 10.03. 87 Section 12.03 Execution and Delivery 68 SECTION 10.04. 87 Section 12.04 Subrogation 69 SECTION 10.05. 87 Section 12.05 Benefits Acknowledged 69 SECTION 10.06. 87 Section 12.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 88 Section 12.07 Parent Guarantee 88 Section 13.01 Satisfaction and Discharge 70 SECTION 11.02. 91 Section 13.02 Application of Trust Money 70 SECTION 12.01. 92 Section 14.01 Trust Indenture Act Controls 92 Section 14.02 Notices 71 SECTION 12.02. 92 Section 14.03 Communication by Holders of Notes with Other Holders of Notes 93 Section 14.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 93 Section 14.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 94 Section 14.06 Rules by Trustee and Agents 73 SECTION 12.05. 94 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 94 Section 14.08 Governing Law 74 SECTION 12.07. 94 Section 14.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 94 Section 14.10 Force Majeure 95 Section 14.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 95 Section 14.12 Successors 74 SECTION 12.11. 95 Section 14.13 Severability 74 SECTION 12.12. 95 Section 14.14 Counterpart Originals 74 SECTION 12.13. 95 Section 14.15 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 95 Section 14.16 Qualification of Sixth Supplemental Indenture 95 Section 14.17 USA Patriot Act 75 EXHIBIT A-1 96 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary to Subsequent Guarantors SUPPLEMENTAL INDENTURE NO. 6 (this the “Sixth Supplemental Indenture”), dated as of April 1October 23, 20192012, among SMITHFIELD FOODS, INC.HCA Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), HCA Holdings, Inc. (the “Parent Guarantor”), the Subsidiary Guarantors other guarantors listed on the signature pages in Schedule I hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “TrusteeSubsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
Appears in 1 contract
Guarantees. SECTION Section 10.01. Unconditional Guarantee 66 SECTION 85 Section 10.02. Severability 86 Section 10.03. Limitation on Guarantor Guarantor’s Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 86 Section 10.04. Subrogation 69 SECTION Successors and Assigns 87 Section 10.05. Benefits Acknowledged 69 SECTION No Waiver 87 Section 10.06. Release of Subsidiary Guarantees 69 SECTION Guarantor 87 Section 10.07. Execution of Supplemental Indenture for Future Guarantors 88 Section 10.08. Notation of Note Guarantee 88 Section 10.09. Subordination of Subrogation and Other Rights 88 Section 11.01. Satisfaction and Discharge 70 SECTION TIA Controls 89 Section 11.02. Application of Trust Money 70 SECTION 12.01Notices 89 Section 11.03. Notices 71 SECTION 12.02Communications by Holders with Other Holders 90 Section 11.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0390 Section 11.05. Statements Required in Certificate or and Opinion 73 SECTION 12.0490 Section 11.06. Rules by Trustee and Agents 73 SECTION 12.0591 Section 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Legal Holidays 91 Section 11.08. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0991 Section 11.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1091 Section 11.10. No Recourse Against Others 91 Section 11.11. Successors 74 SECTION 12.1191 Section 11.12. Severability 74 SECTION 12.12Consent to Jurisdiction; Waiver of Immunities 91 Section 11.13. Counterpart Originals 74 SECTION 12.13Multiple Counterparts 92 Section 11.14. Table of Contents, Headings, etc 92 Section 11.15. Separability 92 Section 12.01. Security Documents 92 Section 12.02. Recording, Registration and Opinions; Headings 75 SECTION 12.14Trustee’s Disclaimer Regarding Collateral 93 Section 12.03. U.S.A. Patriot Act 75 EXHIBIT A-1 Possession, Use and Release of Collateral 94 Section 12.04. Suits to Protect Collateral 94 Section 12.05. Powers Exercisable by Receiver, Trustee or Collateral Agent 95 Section 12.06. Determinations Relating to Collateral 95 Section 12.07. Certificates of the Issuer and the Guarantors 95 Section 12.08. Certificates of the Trustee as Collateral Agent 96 Section 12.09. Purchaser Protected 96 Section 12.10. Collateral Suspension 96 Section 12.11. Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents 97 Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT A-1 Exhibit B Form of Certificate to Be Delivered Upon Exchange or Registration of Transfer EXHIBIT of Notes B-1 Exhibit C Form of Transferee Letter of Representation C-1 Exhibit D Form of Certificate of Exchange EXHIBIT D to Be Delivered in Connection with Regulation S Transfers D-1 Exhibit E Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)▇-▇ ▇▇▇▇▇▇▇▇▇, dated as of April 1October 20, 20192009, among SMITHFIELD FOODSHercules Offshore, INC.Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), each of the Subsidiary Guarantors listed on the signature pages hereto GUARANTORS (as defined herein) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).. The Issuer has duly authorized the creation of an issue of 10.50% Senior Secured Notes due 2017 (the “Initial Notes”) and, to provide therefor, the Issuer and each Guarantor have duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Issuer, and authenticated and delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid and binding agreement of the Issuer and the Guarantors, have been done. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:
Appears in 1 contract
Sources: Indenture (Hercules Offshore, Inc.)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 81 SECTION 10.02. Limitation on Guarantor Liability 68 83 SECTION 10.03. Execution Successors and Delivery 68 Assigns 83 SECTION 10.04. Subrogation 69 No Waiver 83 SECTION 10.05. Benefits Acknowledged 69 Modification 84 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors 84 SECTION 10.07. Non-Impairment 84 SECTION 10.08. Release of a Subsidiary Guarantees 69 Guarantor. 84 SECTION 11.01. Satisfaction and Discharge 70 [Reserved] 85 SECTION 11.02. Application of Trust Money 70 Notices 85 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 86 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 86 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 86 SECTION 12.0411.06. When Securities Disregarded 86 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.0511.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 87 SECTION 12.0611.09. Governing Law 74 87 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.10. No Adverse Interpretation of Other Agreements 74 Recourse Against Others 87 SECTION 12.1011.11. Successors 74 87 SECTION 12.1111.12. Severability 74 Multiple Originals 87 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 87 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 87 SECTION 11.15. Severability 87 SECTION 11.16. Waiver of Jury Trial 88 Appendix A – Provisions Relating to Securities EXHIBIT A-1 INDEX Exhibit A – Form of Face of Note EXHIBIT A-2 Security Exhibit B – Form of Face Transferee Letter of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT Representation Exhibit C Form of Certificate of Exchange EXHIBIT D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1November 22, 2019, among SMITHFIELD FOODSALBERTSONS COMPANIES, INC.Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), NEW ALBERTSONS L.P., a Delaware limited partnership (“NALP”), SAFEWAY INC., a Delaware corporation (“Safeway”), and ALBERTSON’S LLC, a Delaware limited liability company (“Albertsons,” together with Safeway and NALP, each a “Co-Issuer” and collectively, the Subsidiary “Co-Issuers” and together with the Company, each an “Issuer” and collectively, the “Issuers”), the Guarantors listed on the signature pages hereto from time to time party hereto, and U.S. Bank National AssociationWILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 134 SECTION 10.02. Limitation on Guarantor Liability 68 136 SECTION 10.03. Execution and Delivery 68 136 SECTION 10.04. Subrogation 69 137 SECTION 10.05. Benefits Acknowledged 69 137 SECTION 10.06. Release of Subsidiary Guarantees 69 137 SECTION 11.01. The Collateral Agent 138 SECTION 11.02. The Collateral 139 SECTION 11.03. Impairment of Security Interest 140 SECTION 11.04. After-Acquired Collateral 140 SECTION 11.05. Real Estate Mortgages and Filing; Pledge of Foreign Collateral 141 SECTION 11.06. Release of Collateral 143 SECTION 11.07. Authorization of Actions to be Taken by the Trustee or the Collateral Agent under the Collateral Documents relating to the Notes 144 SECTION 12.01. Satisfaction and Discharge 70 145 SECTION 11.0212.02. Application of Trust Money 70 146 SECTION 12.0113.01. Notices 71 147 SECTION 12.0213.02. Communication by Holders of Notes with Other Holders of Notes 148 SECTION 13.03. Certificate and Opinion as to Conditions Precedent 73 148 SECTION 12.0313.04. Statements Required in Certificate or Opinion 73 149 SECTION 12.0413.05. Rules by Trustee and Agents 73 149 SECTION 12.0513.06. No Personal Liability of Directors, Officers, Employees and Stockholders 73 149 SECTION 12.0613.07. Governing Law 74 149 Page SECTION 12.0713.08. Waiver of Jury Trial 74 149 SECTION 12.0813.09. Appointment of Note Registrar and Paying Agent 74 Force Majeure 150 SECTION 12.0913.10. No Adverse Interpretation of Other Agreements 74 150 SECTION 12.1013.11. Successors 74 150 SECTION 12.1113.12. Severability 74 150 SECTION 12.1213.13. Counterpart Originals 74 150 SECTION 12.1313.14. Table of Contents, Headings, etc 150 SECTION 13.15. Currency of Account; Headings 75 Conversion of Currency; Foreign Exchange Restrictions 150 SECTION 12.1413.16. U.S.A. Consent to Jurisdiction and Service 152 SECTION 13.17. Electronic Transmission 153 SECTION 13.18. Patriot Act 75 EXHIBIT A-1 153 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April November 1, 20192013, among SMITHFIELD FOODSFreescale Semiconductor, INC.Inc., a corporation duly organized Delaware corporation, and existing under the laws of the Commonwealth of Virginia Guarantors (the “Company”), the Subsidiary Guarantors as defined herein) listed on the signature pages hereto and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 87 SECTION 10.02. Limitation on Guarantor Liability 68 89 SECTION 10.03. Execution and Delivery 68 89 SECTION 10.04. Subrogation 69 89 SECTION 10.05. Benefits Acknowledged 69 89 SECTION 10.06. Release of Subsidiary Guarantees 69 90 SECTION 11.01. Satisfaction and Discharge 70 90 SECTION 11.02. Application of Trust Money 70 91 SECTION 12.01. Notices 71 Trust Indenture Act Controls 92 SECTION 12.02. Notices 92 Page SECTION 12.03. [Reserved] 93 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 93 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 93 SECTION 12.0412.06. Rules by Trustee and Agents 73 94 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 94 SECTION 12.0612.08. Governing Law 74 94 SECTION 12.0712.09. Waiver of Jury Trial 74 94 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 94 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 94 SECTION 12.12. Successors 94 SECTION 12.13. Severability 95 SECTION 12.14. Counterpart Originals 74 95 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc 95 SECTION 12.1412.16. U.S.A. Patriot Qualification of Indenture 95 SECTION 12.17. USA PATRIOT Act 75 EXHIBIT A-1 95 SECTION 13.01. The Collateral 96 SECTION 13.02. Further Assurances 97 SECTION 13.03. Release of Collateral 97 SECTION 13.04. Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents 98 SECTION 13.05. Appointment and Authorization of U.S. Bank Trust Company, National Association as Collateral Agent 99 SECTION 13.06. Collateral Accounts 100 SECTION 13.07. Resignation of Collateral Agent 100 SECTION 13.08. Junior Priority Intercreditor Agreements 101 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1May 23, 20192023, among SMITHFIELD FOODS, INC.IQVIA Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware corporation, each Guarantor (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto as defined herein) and U.S. Bank Trust Company, National Association, a national banking association duly organized as Trustee and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”)Collateral Agent.
Appears in 1 contract
Sources: Indenture (Iqvia Holdings Inc.)
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 136 EXHIBITS EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note A - FORM OF INTERIM BANKRUPTCY COURT ORDER EXHIBIT B Form of Certificate of Transfer - FORM OF BORROWING BASE CERTIFICATE EXHIBIT C Form of Certificate of Exchange - FINANCIAL STATEMENTS EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)- FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT EXHIBIT E - FORM OF NOTICE OF BORROWING EXHIBIT F - FORM OF NOTICE OF CONVERSION/CONTINUATION EXHIBIT G - [INTENTIONALLY OMITTED] EXHIBIT H - INITIAL DIP FORECAST Schedule 1.1(a) COMMITMENTS Schedule 1.1(b) EXCLUDED SUBSIDIARIES Schedule 6.1(a)(xv) COMMERCIAL TORT CLAIMS Schedule 6.17 INTELLECTUAL PROPERTY Schedule 6.3 LOAN PARTIES' CHIEF EXECUTIVE OFFICE, THE LOCATION OF ITS BOOKS AND RECORDS, THE LOCATIONS OF THE COLLATERAL Schedule 8.4 CORPORATE NAME; PRIOR TRANSACTIONS Schedule 8.5 SUBSIDIARIES AND AFFILIATES Schedule 8.7 CAPITALIZATION OF LOAN PARTIES Schedule 8.9 DEBT Schedule 8.11 OWNED REAL PROPERTY Schedule 8.12 LEASES Schedule 8.13 PROPRIETARY RIGHTS Schedule 8.14 TRADE NAMES Schedule 8.15 LITIGATION Schedule 8.17 LABOR DISPUTES Schedule 8.18 ENVIRONMENTAL ISSUES Schedule 8.19 VIOLATIONS OF LAW Schedule 8.21 ERISA ISSUES Schedule 8.26 MATERIAL ADVERSE CHANGE Schedule 8.28 MATERIAL AGREEMENTS Schedule 8.29 BANK ACCOUNTS Schedule 9.3 COMPLIANCE WITH LAWS Schedule 9.12 EXISTING GUARANTIES Schedule 9.15 TRANSACTIONS WITH AFFILIATES Schedule 9.19 EXISTING LIENS Schedule 10.1(m) GOOD STANDING CERTIFICATES LOAN AND SECURITY AGREEMENT Loan and Security Agreement, dated as of April 1March 17, 20192003, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors financial institutions listed on the signature pages hereto hereof (such financial institutions, together with their respective successors and U.S. assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), Bank National Associationof America, N.A., with an office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, as agent for the Lenders (in its capacity as agent, together with any successor in such capacity, the "Agent"), Banc of America Securities LLC, as sole lead arranger and book manager (in such capacity, the "Arranger"), Fleet Retail Finance Inc. and The CIT Group/Business Credit, Inc., as co-syndication agents, Spiegel, Inc., a national banking association duly organized Delaware corporation and existing a debtor-in-possession under the laws Chapter 11 of the United States Bankruptcy Code (as hereinafter defined) ("Spiegel", and in its capacity as authorized representative of America the Borrowers, the "Authorized Representative"), ▇▇▇▇▇ ▇▇▇▇▇, Inc., a Delaware corporation and having a corporate trust office in Atlantadebtor-in-possession under Chapter 11 of the Bankruptcy Code ("▇▇▇▇▇ ▇▇▇▇▇"), Georgia▇▇▇▇▇▇▇ Catalog, Inc., a Delaware corporation and a debtor-in-possession under Chapter 11 of the Bankruptcy Code ("Catalog"), Ultimate Outlet Inc., a Delaware corporation and a debtor-in-possession under Chapter 11 of the Bankruptcy Code ("Ultimate") and Newport News, Inc., a Delaware corporation and a debtor-in-possession under Chapter 11 of the Bankruptcy Code ("Newport" and, together with ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Catalog and Ultimate, jointly and severally, the "Borrowers"), and Spiegel and each of its direct and indirect Subsidiaries that is a signatory hereto as trustee a Guarantor (each a "Guarantor" and collectively, the “Trustee”"Guarantors"), each of which is a debtor-in-possession under Chapter 11 of the Bankruptcy Code.
Appears in 1 contract
Guarantees. SECTION 10.011201. Guarantee 66 Guarantees 130 SECTION 10.021202. Severability 132 SECTION 1203. Restricted Subsidiaries 132 SECTION 1204. Limitation on Guarantor of Guarantors’ Liability 68 132 SECTION 10.031205. Execution and Delivery 68 Contribution 133 SECTION 10.041206. Subrogation 69 133 SECTION 10.051207. Reinstatement 133 SECTION 1208. Release of a Guarantor 133 SECTION 1209. Benefits Acknowledged 69 134 SECTION 10.061210. Release Matters of Subsidiary Guarantees 69 Brazilian Law 134 SECTION 11.011301. Satisfaction Issuer’s Option To Effect Legal Defeasance or Covenant Defeasance 134 SECTION 1302. Legal Defeasance and Discharge 70 135 SECTION 11.021303. Application of Trust Covenant Defeasance 135 SECTION 1304. Conditions to Legal Defeasance or Covenant Defeasance 136 SECTION 1305. Deposited Money 70 and Government Securities To Be Held in Trust; Other Miscellaneous Provisions 137 SECTION 12.011306. Notices 71 SECTION 12.02. Certificate and Opinion as Reinstatement 138 APPENDIX & EXHIBITS Rule 144A/Regulation S/IAI Appendix EXHIBIT 1 to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Rule 144A/Regulation S/IAI Appendix – Form of Face of Note EXHIBIT A-2 2 to Rule 144A/Regulation S/IAI Appendix – Form of Face Transferee Letter of Regulation S Temporary Note Representation EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D A – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors EXHIBIT B - Form of Incumbency Certificate INDENTURE dated as of October 11, 2019 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC.Telesat Canada, a Canadian corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Issuer” or “Company”), Telesat LLC, a Delaware limited liability company and a Wholly-Owned Subsidiary of the Subsidiary Guarantors listed on Issuer (the “Co-Issuer,” and together with the Issuer, the “Co-Issuers”), having its principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, and certain of the Issuer’s direct and indirect Subsidiaries (as defined below), each named in the signature pages hereto and U.S. Bank National Association(each, a national “Guarantor” and, collectively, the “Guarantors”), and THE BANK OF NEW YORK MELLON, a New York banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiacorporation, as trustee Trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (Telesat Canada)
Guarantees. SECTION 10.01. Section 11.01 Guarantee 66 SECTION 10.02. 124 Section 11.02 Limitation on Guarantor Liability 68 SECTION 10.03. 125 Section 11.03 Execution and Delivery 68 SECTION 10.04of Guarantee. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release 125 Section 11.04 Guarantors May Consolidate, Etc., on Certain Terms 126 Section 11.05 Releases 126 Section 11.06 Subordination of Subsidiary Guarantees 69 SECTION 11.01. Guarantee 127 Section 12.01 Satisfaction and Discharge 70 SECTION 11.02. 127 Section 12.02 Application of Trust Money 70 SECTION 12.01. 128 Section 13.01 Trust Indenture Act Controls 128 Section 13.02 Notices 71 SECTION 12.02. 129 Section 13.03 Communication by Holders of Notes with Other Holders of Notes 130 Section 13.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 130 Section 13.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 130 Section 13.06 Rules by Trustee and Agents 73 SECTION 12.05. 131 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 131 Section 13.08 Governing Law 74 SECTION 12.07131 Section 13.09 Jurisdiction. 131 Section 13.10 Waiver of Jury Trial 74 SECTION 12.08Immunities. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09131 Section 13.11 Currency Rate Indemnity. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 132 Section 13.12 Successors 74 SECTION 12.11. 132 Section 13.13 Severability 74 SECTION 12.12. 132 Section 13.14 Counterpart Originals 74 SECTION 12.13. 132 Section 13.15 Table of Contents; Headings 75 SECTION 12.14, Headings, Etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT 132 Exhibit A FORM OF GLOBAL NOTE Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF NOTATION OF GUARANTEE Exhibit E FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), INDENTURE dated as of April 127, 2019, 2006 among SMITHFIELD FOODS, INC.Sensata Technologies B.V., a corporation duly organized and existing private company with limited liability incorporated under the laws of the Commonwealth of Virginia Netherlands (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as defined herein) and U.S. The Bank National Associationof New York, a national New York banking association duly organized corporation, as Trustee. The Company, the Guarantors and existing under the laws Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the United States Holders (as defined herein) of America and having a corporate trust office in Atlanta, Georgia, as trustee (a) the €245,000,000 aggregate principal amount of the Company’s 9% Senior Subordinated Notes due 2016 (the “TrusteeInitial Notes”)., (b) any Additional Notes (as defined herein) that may be issued after the date hereof and (c) if and when issued pursuant to the Registration Rights Agreement (as defined herein), the Company’s Exchange Notes (as defined herein) issued in the Exchange Offer (as defined herein) in exchange for any outstanding Initial Notes or Additional Notes (all such securities in clauses (a), (b) and (c) being referred to collectively as the “Notes”):
Appears in 1 contract
Guarantees. SECTION 10.01Section 13.01. Guarantee Guarantees 66 SECTION 10.02Section 13.02. Limitation on Guarantor Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06Severability 67 Section 13.03. Release of Subsidiary Guarantees a Guarantor 67 Section 13.04. Limitation of a Guarantor's Liability 68 Section 13.05. Contribution 68 Section 13.06. Waiver of Subrogation 69 SECTION 11.01Section 13.07. Satisfaction Execution of Guarantee 69 Section 14.01. Contingent Interest 70 Section 14.02. Tax Treatment 70 Section 14.03. Comparable Yield and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01Projected Payment Schedule 71 Section 15.01. Notices 71 SECTION 12.0272 Section 15.02. Communication by Holders with Other Holders 73 Section 15.03. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03Section 15.04. Statements Required in Certificate or Opinion 73 SECTION 12.0474 Section 15.05. Rules by Trustee and Agents 73 SECTION 12.0574 Section 15.06. Non-Business Days 74 Section 15.07. Duplicate Originals 74 Section 15.08. Governing Law; Waiver of Jury Trial 74 Section 15.09. No Adverse Interpretation of Other Agreements 75 Section 15.10. Successors 75 Section 15.11. Separability 75 Section 15.12. Table of Contents, Headings, Etc. 75 Section 15.13. Calculations in Respect of the Securities 75 Section 15.14. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06or Shareholders 75 Section 15.15. Governing Law 74 SECTION 12.07Force Majeure 75 Section 15.16. Waiver Set-Off of Jury Trial 74 SECTION 12.08Withholding Taxes 76 Section 15.17. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14Repayment to Issuer 76 Section 15.18. U.S.A. Patriot Act 75 EXHIBIT A-1 76 Exhibit A Form of Face of Note EXHIBIT A-2 Global Security Exhibit B-1A Form of Face of Regulation S Temporary Note EXHIBIT B Private Placement Legend (Securities) Exhibit B-1B Form of Certificate Private Placement Legend (Common Stock) Exhibit B-2 Form of Transfer EXHIBIT Legend for Global Security Exhibit C Form of Certificate Notice of Exchange EXHIBIT D Form of Supplemental Indenture Transfer Pursuant to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)Registration Statement INDENTURE, dated as of April 1September 11, 20192012, among SMITHFIELD FOODS, INC.between Toll Brothers Finance Corp., a Delaware corporation duly organized and existing under (the laws of the Commonwealth of Virginia “Issuer”), Toll Brothers, Inc., a Delaware corporation (the “Company”), the Subsidiary other Guarantors listed on the signature pages hereto party hereto, and U.S. The Bank National Associationof New York Mellon, a national New York banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiacorporation, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 0.50% Exchangeable Senior Notes due 2032 (the “Securities”).
Appears in 1 contract
Sources: Indenture (Toll Brothers Inc)
Guarantees. SECTION 10.01. Guarantee 66 10.01.Guarantee 89 SECTION 10.02. Limitation 10.02.Limitation on Guarantor Liability 68 90 SECTION 10.03. Execution 10.03.Execution and Delivery 68 of Additional Guarantees 90 SECTION 10.0410.04.Guarantors May Consolidate, Etc., on Certain Terms 90 SECTION 10.05.Releases 90 SECTION 10.06.Subordination of Guarantee 91 SECTION 11.01.Authorization and Action 91 SECTION 11.02.Agents’ Reliance, Etc. Subrogation 69 91 SECTION 10.0511.03. Benefits Acknowledged 69 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Banc of America Bridge LLC and ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and Affiliates 92 SECTION 10.0611.04. Release of Subsidiary Guarantees 69 Lender Credit Decision 92 SECTION 11.0111.05. Satisfaction Indemnification 92 SECTION 11.06. Successor Agents 93 SECTION 11.07. Other Agents; Arrangers and Discharge 70 SECTION 11.02. Application of Trust Money 70 Managers 93 SECTION 12.01. Notices 71 Amendments, Etc. 94 SECTION 12.02. Certificate Notices and Opinion as to Conditions Precedent 73 Other Communications; Facsimile Copies 95 SECTION 12.03. Statements Required in Certificate or Opinion 73 No Waiver; Cumulative Remedies 96 SECTION 12.04. Rules by Trustee Attorney Costs, Expenses and Agents 73 Taxes 96 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Indemnification by the Borrowers 97 SECTION 12.06. Governing Law 74 Payments Set Aside 98 SECTION 12.07. Waiver of Jury Trial 74 Successors and Assigns 98 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 Confidentiality 101 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 Setoff 102 SECTION 12.10. Successors 74 Interest Rate Limitation 102 SECTION 12.11. Severability 74 Counterparts 103 SECTION 12.12. Counterpart Originals 74 Integration 103 SECTION 12.13. Table Survival of Contents; Headings 75 Representations and Warranties 103 SECTION 12.14. U.S.A. Severability 103 SECTION 12.15. Tax Forms 103 SECTION 12.16. Process Agent 105 SECTION 12.17. GOVERNING LAW 105 SECTION 12.18. WAIVER OF RIGHT TO TRIAL BY JURY 105 SECTION 12.19. Binding Effect 106 SECTION 12.20. USA Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Notice 106 SCHEDULES I Guarantors INDENTURE (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).2.01 Commitments
Appears in 1 contract
Sources: Senior Subordinated Term Loan Agreement (Sensata Technologies B.V.)
Guarantees. SECTION 10.01. Guarantee 66 UNCONDITIONAL GUARANTEE. 72 SECTION 10.02. Limitation on Guarantor Liability 68 SEVERABILITY. 73 SECTION 10.03. Execution and Delivery 68 LIMITATION ON GUARANTOR’S LIABILITY. 73 SECTION 10.04. Subrogation 69 SUCCESSORS AND ASSIGNS. 74 SECTION 10.05. Benefits Acknowledged 69 NO WAIVER. 74 SECTION 10.06. Release of Subsidiary Guarantees 69 RELEASE OF GUARANTOR. 74 SECTION 10.07. EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE GUARANTORS. 74 SECTION 10.08. NOTATION OF NOTE GUARANTEE. 75 SECTION 10.09. SUBORDINATION OF SUBROGATION AND OTHER RIGHTS. 75 SECTION 11.01. Satisfaction and Discharge 70 TIA CONTROLS. 75 SECTION 11.02. Application of Trust Money 70 NOTICES. 75 SECTION 12.0111.03. Notices 71 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS. 77 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. 77 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 STATEMENTS REQUIRED IN CERTIFICATE AND OPINION. 77 SECTION 12.0411.06. Rules by Trustee and Agents 73 RULES BY TRUSTEE AND AGENTS. 77 SECTION 12.0511.07. No Personal Liability of DirectorsLEGAL HOLIDAYS. 77 SECTION 11.08. GOVERNING LAW. 78 SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. 78 SECTION 11.10. NO RECOURSE AGAINST OTHERS. 78 SECTION 11.11. SUCCESSORS. 78 SECTION 11.12. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. 78 SECTION 11.13. MULTIPLE COUNTERPARTS. 78 SECTION 11.14. TABLE OF CONTENTS, OfficersHEADINGS, Employees and Stockholders 73 ETC. 78 SECTION 12.0611.15. Governing Law 74 SECTION 12.07SEPARABILITY. Waiver of Jury Trial 74 SECTION 12.08. Appointment 79 Signatures S-1 Exhibit A Form of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)B-1 INDENTURE, dated as of April 1May [ ], 20192006, among SMITHFIELD FOODSAmerican Greetings Corporation, INC.an Ohio corporation (the “Issuer”) and The Bank of Nova Scotia Trust Company of New York, a corporation duly trust company organized and existing under the laws of the Commonwealth State of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaNew York, as trustee (the “Trustee”).. The Issuer has duly authorized the creation of an issue of [ ]% Notes due 2016 (the “Initial Notes”) and, to provide therefor, the Issuer has duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Issuer, and authenticated and delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid and binding agreement of the Issuer in accordance with their and its terms, have been done. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:
Appears in 1 contract
Sources: Indenture (American Greetings Corp)
Guarantees. SECTION 10.01. Section 12.01 Subsidiary Guarantee 66 SECTION 10.02. 74 Section 12.02 Limitation on Subsidiary Guarantor Liability 68 SECTION 10.03. 75 Section 12.03 Execution and Delivery 68 SECTION 10.04. 76 Section 12.04 Subrogation 69 SECTION 10.05. 76 Section 12.05 Benefits Acknowledged 69 SECTION 10.06. 76 Section 12.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 77 Section 12.07 Parent Guarantee 77 Section 13.01 Satisfaction and Discharge 70 SECTION 11.02. 80 Section 13.02 Application of Trust Money 70 SECTION 12.01. 80 Section 14.01 Trust Indenture Act Controls 81 Section 14.02 Notices 71 SECTION 12.02. 81 Section 14.03 Communication by Holders of Notes with Other Holders of Notes 82 Section 14.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 82 Section 14.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 82 Section 14.06 Rules by Trustee and Agents 73 SECTION 12.05. 83 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 83 Section 14.08 Governing Law 74 SECTION 12.07. 83 Section 14.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 83 Section 14.10 Force Majeure 83 Section 14.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 84 Section 14.12 Successors 74 SECTION 12.11. 84 Section 14.13 Severability 74 SECTION 12.12. 84 Section 14.14 Legal Holidays 84 Section 14.15 Counterpart Originals 74 SECTION 12.13. 84 Section 14.16 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 84 Section 14.17 Qualification of Twenty-Fourth Supplemental Indenture 85 Section 14.18 USA Patriot Act 75 EXHIBIT A-1 85 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary to Subsequent Guarantors Exhibit C Form of Additional First Lien Secured Party Consent SUPPLEMENTAL INDENTURE NO. 24 (this the “Twenty-Fourth Supplemental Indenture”), dated as of April 1June 12, 2019, among SMITHFIELD FOODS, INC.HCA Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), HCA Healthcare, Inc. (the “Parent Guarantor”), the Subsidiary Guarantors other guarantors listed on the signature pages in Schedule I hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “TrusteeSubsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”), Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
Appears in 1 contract
Guarantees. SECTION 10.01Section 11.01 Guarantee. Guarantee 66 SECTION 10.02. 94 Section 11.02 Limitation on Guarantor Liability 68 SECTION 10.03Liability. 95 Section 11.03 Execution and Delivery 68 SECTION 10.04of Note Guarantee. Subrogation 69 SECTION 10.0595 Section 11.04 Guarantors May Consolidate, etc., on Certain Terms. Benefits Acknowledged 69 SECTION 10.0696 Section 11.05 Releases. Release of Subsidiary Guarantees 69 SECTION 11.01. 96 Section 12.01 Satisfaction and Discharge 70 SECTION 11.02Discharge. 97 Section 12.02 Application of Trust Money 70 SECTION 12.01Money. Notices 71 SECTION 12.0298 Section 13.01 Notices. 99 Section 13.02 Communication by Holders of Notes with Other Holders of Notes. 100 Section 13.03 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03Precedent. 100 Section 13.04 Statements Required in Certificate or Opinion 73 SECTION 12.04Opinion. 100 Section 13.05 Rules by Trustee and Agents 73 SECTION 12.05Agents. 101 Section 13.06 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Stockholders. 101 Section 13.07 Governing Law 74 SECTION 12.07Law. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 101 Section 13.08 No Adverse Interpretation of Other Agreements 74 SECTION 12.10Agreements. Successors 74 SECTION 12.11101 Section 13.09 Successors. Severability 74 SECTION 12.12101 Section 13.10 Severability. 101 Section 13.11 Counterpart Originals 74 SECTION 12.13Originals. 101 Section 13.12 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form 101 Section 13.13 Submission of Face Jurisdiction. 102 Section 13.14 Waiver of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Jury Trial. 102 Section 13.15 Tax Matters. 102 Exhibit A FORM OF NOTE Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), Exhibit G FORM OF INTERCREDITOR AGREEMENT INDENTURE dated as of April 1March 13, 20192015 among KCG Holdings, among SMITHFIELD FOODS, INC.Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as defined below) and U.S. The Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaNew York Mellon, as trustee and collateral agent. The Company, the Guarantors, the Trustee and the Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 6.875% Senior Secured Notes due 2020 (the “TrusteeNotes”).):
Appears in 1 contract
Sources: Indenture (KCG Holdings, Inc.)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 118 SECTION 10.02. Limitation on Guarantor Liability 68 120 SECTION 10.03. Execution Successors and Delivery 68 Assigns 121 SECTION 10.04. Subrogation 69 No Waiver 122 SECTION 10.05. Benefits Acknowledged 69 Modification 122 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 122 SECTION 10.07. Non-Impairment 122 SECTION 11.01. Satisfaction and Discharge 70 Security Interest 122 SECTION 11.02. Application Lien Sharing and Priority Confirmation 123 SECTION 11.03. Release of Trust Money 70 Collateral 124 SECTION 11.04. Amendment of Security Documents 124 SECTION 11.05. Limitation of Duty of Trustee in Respect of Collateral 125 SECTION 12.01. Notices 71 [Reserved.] 126 SECTION 12.02. Notices 126 SECTION 12.03. Communication by the Holders with Other Holders 127 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 127 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 127 SECTION 12.0412.06. When Notes Disregarded 128 SECTION 12.07. Rules by Trustee Trustee, Paying Agent and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 Registrar 128 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 Legal Holidays 128 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 USA PATRIOT Act 128 SECTION 12.10. Successors 74 GOVERNING LAW AND WAIVER OF JURY TRIAL 128 SECTION 12.11. Severability 74 No Recourse Against Others 128 SECTION 12.12. Counterpart Originals 74 Successors 129 SECTION 12.13. Multiple Originals 129 SECTION 12.14. Table of Contents; Headings 75 129 SECTION 12.1412.15. U.S.A. Patriot Act 75 Indenture Controls 129 SECTION 12.16. Severability 129 SECTION 12.17. Jurisdiction 129 SECTION 12.18. Immunity 130 SECTION 12.19. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 130 SECTION 12.20. Force Majeure 131 Appendix A — Provisions Relating to the Notes EXHIBIT A-1 INDEX Exhibit A — Form of Face of Note EXHIBIT A-2 Exhibit B — [RESERVED] Exhibit C — Form of Face Transferee Letter of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT Representation Exhibit D — Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1March 29, 2019, 2016 among SMITHFIELD FOODS, INC.INTELSAT ▇▇▇▇▇▇▇ HOLDINGS S.A., a corporation duly organized and société anonyme existing under the laws of the Commonwealth of Virginia Luxembourg (the “CompanyIssuer”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National AssociationINTELSAT (LUXEMBOURG) S.A., a national banking association duly organized and société anonyme existing under the laws of Luxembourg (“Intelsat Luxembourg” or the United States of America “Parent Guarantor”), the subsidiary guarantors named herein (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), and having WILMINGTON TRUST, NATIONAL ASSOCIATION, a corporate trust office in Atlanta, Georgianational banking association, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of (a) $1,250,000,000 aggregate principal amount of 8.00% Senior Secured Notes due 2024 (the “Original Notes”) issued on the date hereof and (b) any Additional Notes (as defined herein) that may be issued after the date hereof, in each case in the form of Exhibit A (together with the Original Notes, the “Notes”). Subject to the conditions and compliance with the covenants set forth herein, the Issuer may issue an unlimited aggregate principal amount of Additional Notes.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Guarantees. SECTION 10.0111.01. Guarantee 66 Guarantees 58 SECTION 10.0211.02. Limitation on Guarantor Liability 68 59 SECTION 10.0311.03. Successors and Assigns 60 SECTION 11.04. No Waiver 60 SECTION 11.05. Modification 60 SECTION 11.06. Execution and Delivery 68 of Supplemental Indenture for Future Guarantors 60 SECTION 10.0411.07. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 Non-Impairment 60 SECTION 12.01. Notices 71 Agreement to Subordinate 61 SECTION 12.02. Liquidation, Dissolution, Bankruptcy 61 SECTION 12.03. Default on Designated Senior Indebtedness of a Guarantor 61 SECTION 12.04. Demand for Payment 62 SECTION 12.05. When Distribution Must Be Paid Over 62 SECTION 12.06. Subrogation 62 SECTION 12.07. Relative Rights 62 SECTION 12.08. Subordination May Not Be Impaired by a Guarantor 62 SECTION 12.09. Rights of Trustee and Paying Agent 62 SECTION 12.10. Distribution or Notice to Representative 62 SECTION 12.11. Article 12 Not to Prevent Events of Default or Limit Right to Accelerate 62 SECTION 12.12. Trustee Entitled to Rely 63 SECTION 12.13. Trustee to Effectuate Subordination 63 SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of a Guarantor 63 SECTION 12.15. Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions 63 SECTION 12.16. Trust Monies Not Subordinated 63 SECTION 13.01. Trust Indenture Act Controls 63 SECTION 13.02. Notices 64 SECTION 13.03. Communication by the Holders with Other Holders 64 SECTION 13.04. Certificate and Opinion as to Conditions Precedent 73 64 SECTION 12.0313.05. Statements Required in Certificate or Opinion 73 64 SECTION 12.0413.06. When Securities Disregarded 65 SECTION 13.07. Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.0513.08. Legal Holidays 65 SECTION 13.09. GOVERNING LAW 65 SECTION 13.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 65 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1013.11. Successors 74 65 SECTION 12.1113.12. Severability 74 Multiple Originals 65 SECTION 12.12. Counterpart Originals 74 SECTION 12.1313.13. Table of Contents; Headings 75 65 SECTION 12.1413.14. U.S.A. Patriot Act 75 Indenture Controls 65 SECTION 13.15. Severability 65 Appendix A – Provisions Relating to Initial Securities, Additional Securities and Exchange Securities EXHIBIT A-1 INDEX Exhibit A – Initial Security Exhibit B – Exchange Security Exhibit C – Form of Face Transferee Letter of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT Representation Exhibit D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE 310 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10 (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee a)(2) 7.10 (the “Trustee”).a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.06 (b) 13.03 (c) 13.03 313 (a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 7.06 (d) 4.02; 4.09 314 (a) 4.02; 4.09 (b) N.A. (c)(1) 13.04 (c)(2) 13.04 (c)(3) N.A. (d) N.A. (e) 13.05 (f) 4.10 315 (a) 7.01 (b) 7.05 (c) 7.01 (d) 7.01 (e) 6.11 316 (a)(last sentence) 13.06 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 317 (a)(1) 6.08 (a)(2) 6.09 (b) 2.05 318 (a) 13.01
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 104 SECTION 10.02. Limitation on Guarantor Liability 68 107 SECTION 10.03. Execution Successors and Delivery 68 Assigns 108 SECTION 10.04. Subrogation 69 No Waiver 108 SECTION 10.05. Benefits Acknowledged 69 Modification 108 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 108 SECTION 10.07. Non-Impairment 108 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 109 SECTION 11.02. Application of Trust Money 70 Notices 109 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 110 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 110 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 110 SECTION 12.0411.06. When Notes Disregarded 110 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 111 SECTION 12.0511.08. Legal Holidays 111 SECTION 11.09. GOVERNING LAW 111 SECTION 11.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 111 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1011.11. Successors 74 111 SECTION 12.1111.12. Severability 74 Multiple Originals 111 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 111 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 111 SECTION 11.15. Severability 111 SECTION 11.16. Jurisdiction 112 SECTION 11.17. Immunity 112 SECTION 11.18. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 112 Appendix A – Provisions Relating to Initial Notes, Additional Notes and Exchange Notes EXHIBIT A-1 INDEX Exhibit A – Form of Face of Initial Cash Pay Note EXHIBIT A-2 Exhibit B – Form of Face of Regulation S Temporary Initial PIK Election Note EXHIBIT B Exhibit C – Form of Certificate of Transfer EXHIBIT C Exchange Cash Pay Note Exhibit D – Form of Certificate Exchange PIK Election Note Exhibit E – Form of Exchange EXHIBIT D Transferee Letter of Representation - Cash Pay Notes Exhibit F – Form of Transferee Letter of Representation - PIK Election Notes Exhibit G – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE Exhibit H – Form of PIK Election Notice 310(a)(1) 7.10; 7.11 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).a)(2) 7.10; 7.11
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Guarantees. SECTION 10.01. Section 12.01 Subsidiary Guarantee 66 SECTION 10.02. 74 Section 12.02 Limitation on Subsidiary Guarantor Liability 68 SECTION 10.03. 76 Section 12.03 Execution and Delivery 68 SECTION 10.04. 76 Section 12.04 Subrogation 69 SECTION 10.05. 76 Section 12.05 Benefits Acknowledged 69 SECTION 10.06. 76 Section 12.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 77 Section 12.07 Parent Guarantee 77 Section 13.01 Satisfaction and Discharge 70 SECTION 11.02. 80 Section 13.02 Application of Trust Money 70 SECTION 12.01. 80 Section 14.01 Trust Indenture Act Controls 81 Section 14.02 Notices 71 SECTION 12.02. 81 Section 14.03 Communication by Holders of Notes with Other Holders of Notes 82 Section 14.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 82 Section 14.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 83 Section 14.06 Rules by Trustee and Agents 73 SECTION 12.05. 83 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 83 Section 14.08 Governing Law 74 SECTION 12.07. 83 Section 14.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 83 Section 14.10 Force Majeure 84 Section 14.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 84 Section 14.12 Successors 74 SECTION 12.11. 84 Section 14.13 Severability 74 SECTION 12.12. 84 Section 14.14 Legal Holidays 84 Section 14.15 Counterpart Originals 74 SECTION 12.13. 84 Section 14.16 Table of Contents; Headings 75 SECTION 12.14. U.S.A. , Headings, etc 84 Section 14.17 Qualification of Twenty-Third Supplemental Indenture 85 Section 14.18 USA Patriot Act 75 EXHIBIT A-1 85 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary to Subsequent Guarantors Exhibit C Form of Additional First Lien Secured Party Consent SUPPLEMENTAL INDENTURE NO. 23 (this the “Twenty-Third Supplemental Indenture”), dated as of April 1June 12, 2019, among SMITHFIELD FOODS, INC.HCA Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), HCA Healthcare, Inc. (the “Parent Guarantor”), the Subsidiary Guarantors other guarantors listed on the signature pages in Schedule I hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “TrusteeSubsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”), Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
Appears in 1 contract
Guarantees. SECTION 10.0111.01. Guarantee 66 Guarantees 85 SECTION 10.0211.02. Limitation on Guarantor Liability 68 86 SECTION 10.0311.03. Execution Successors and Delivery 68 Assigns 86 SECTION 10.0411.04. Subrogation 69 No Waiver 87 SECTION 10.0511.05. Benefits Acknowledged 69 [Reserved] 87 SECTION 10.0611.06. Release of Subsidiary Guarantor 87 SECTION 11.07. Contribution 87 SECTION 11.08. Parity with Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 Delivered Under the 2007 Indenture 87 SECTION 12.01. Notices 71 Agreement to Subordinate 88 SECTION 12.02. Liquidation, Dissolution, Bankruptcy 88 SECTION 12.03. Default on Senior Debt of Guarantor 88 SECTION 12.04. Demand for Payment 89 SECTION 12.05. When Distribution Must Be Paid Over 89 SECTION 12.06. Subrogation 89 SECTION 12.07. Relative Rights 90 SECTION 12.08. Subordination May Not Be Impaired by Guarantor 90 SECTION 12.09. Rights of Trustee and Paying Agents 90 SECTION 12.10. Distribution or Notice to Representative 90 SECTION 12.11. Article 12 Not to Prevent Events of Default or Limit Right to Demand Payment 90 SECTION 12.12. Trustee Entitled to Rely 91 SECTION 12.13. Trustee to Effectuate Subordination 91 SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Debt of Guarantor 91 SECTION 12.15. Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions 91 SECTION 13.01. Trust Indenture Act Controls 92 SECTION 13.02. Notices 92 SECTION 13.03. Communication by Holders of Notes with Other Holders of Notes 93 SECTION 13.04. Certificate and Opinion as to Conditions Precedent 73 93 SECTION 12.0313.05. Statements Required in Certificate or Opinion 73 94 SECTION 12.0413.06. Rules by Trustee and Agents 73 94 SECTION 12.0513.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 94 SECTION 12.0613.08. Governing Law 74 94 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0913.09. No Adverse Interpretation of Other Agreements 74 94 SECTION 12.1013.10. Successors 74 94 SECTION 12.1113.11. Severability 74 95 SECTION 12.1213.12. Counterpart Originals 74 95 SECTION 12.1313.13. Table of Contents, Headings, Etc. 95 SECTION 13.14. Force Majeure 95 SECTION 13.15. Note Purchases by Company and Affiliates 95 SECTION 13.16. Currency of Account; Headings 75 Conversion of Currency; Foreign Exchange Restrictions 95 SECTION 12.1413.17. U.S.A. Agent for Service; Submission to Jurisdiction; Waiver of Immunity 97 SECTION 13.18. Waiver of Jury Trial 97 SECTION 13.19. USA Patriot Act 75 EXHIBIT 97 Exhibit A-1 Form of Face of Dollar Note EXHIBIT Exhibit A-2 Form of Face of Regulation S Temporary Euro Note EXHIBIT Exhibit B Form of Certificate Guarantee Section of Transfer EXHIBIT C Form Trust Indenture Act of Certificate 1939 Section(s) of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE § 310 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10 (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee a)(2) 7.10 (the “Trustee”).a)(3) N.A.
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 84 SECTION 10.02. Limitation on Guarantor Liability 68 86 SECTION 10.03. Execution Successors and Delivery 68 Assigns 86 SECTION 10.04. Subrogation 69 No Waiver 86 SECTION 10.05. Benefits Acknowledged 69 Modification 86 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors 86 SECTION 10.07. Non-Impairment 87 SECTION 10.08 Release of a Subsidiary Guarantees 69 Guarantor. 87 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 88 SECTION 11.02. Application of Trust Money 70 Notices 88 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 89 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 89 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 89 SECTION 12.0411.06. When Securities Disregarded 89 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 89 SECTION 12.0511.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 89 SECTION 12.0611.09. Governing Law 74 90 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.10. No Adverse Interpretation of Other Agreements 74 Recourse Against Others 90 SECTION 12.1011.11. Successors 74 90 SECTION 12.1111.12. Severability 74 Multiple Originals 90 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 90 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 90 SECTION 11.15. Severability 90 SECTION 11.16. Waiver of Jury Trial 90 Appendix A – Provisions Relating to Securities EXHIBIT A-1 INDEX Exhibit A – Initial Security Exhibit B – Exchange Security Exhibit C – Form of Face Transferee Letter of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT Representation Exhibit D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1August 9, 20192016, among SMITHFIELD FOODSALBERTSONS COMPANIES, INC.LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), NEW ▇▇▇▇▇▇▇▇▇’▇, INC., an Ohio corporation (“NAI”), SAFEWAY INC., a Delaware corporation (“Safeway”) and ALBERTSON’S LLC, a Delaware limited liability company (“Albertsons,” together with Safeway and NAI, each a “Co-Issuer” and collectively, the Subsidiary “Co-Issuers” and together with the Company, each an “Issuer” and collectively, the “Issuers”), the Guarantors listed on the signature pages hereto from time to time party hereto, and U.S. Bank National AssociationWILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).
Appears in 1 contract
Sources: Indenture
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 94 SECTION 10.02. Limitation on Guarantor Liability 68 96 SECTION 10.03. Execution Successors and Delivery 68 Assigns 97 SECTION 10.04. Subrogation 69 No Waiver 97 SECTION 10.05. Benefits Acknowledged 69 Modification 97 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 97 SECTION 11.01. Satisfaction Collateral and Discharge 70 Security Documents 98 SECTION 11.02. Application Recordings and Opinions 100 SECTION 11.03. Release of Collateral 100 SECTION 11.04. Permitted Releases Not To Impair Lien; Trust Money 70 Indenture Act Requirements 102 SECTION 12.0111.05. Certificates of the Trustee 102 SECTION 11.06. Suits To Protect the Collateral 102 SECTION 11.07. Authorization of Receipt of Funds by the Trustee Under the Security Documents 103 SECTION 11.08. Purchaser Protected 103 SECTION 11.09. Powers Exercisable by Receiver or Trustee 103 SECTION 11.10. Release Upon Termination of the Issuers’ Obligations 103 SECTION 11.11. Collateral Agent 103 SECTION 11.12. Designations 104 SECTION 13.01. Trust Indenture Act Controls 105 SECTION 13.02. Notices 71 105 SECTION 12.0213.03. Communication by the Holders with Other Holders 105 SECTION 13.04. Certificate and Opinion as to Conditions Precedent 73 106 SECTION 12.0313.05. Statements Required in Certificate or Opinion 73 106 SECTION 12.0413.06. When Notes Disregarded 106 SECTION 13.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 106 SECTION 12.0513.08. Legal Holidays 106 SECTION 13.09. GOVERNING LAW 107 SECTION 13.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 107 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1013.11. Successors 74 107 SECTION 12.1113.12. Severability 74 Multiple Originals 107 SECTION 12.12. Counterpart Originals 74 SECTION 12.1313.13. Table of Contents; Headings 75 107 SECTION 12.1413.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form Indenture Controls 107 SECTION 13.15. Severability 107 SECTION 13.16. Currency of Face Account; Conversion of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Currency; Foreign Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).Restrictions 107
Appears in 1 contract
Guarantees. SECTION 10.01. Section 11.01 Guarantee 66 SECTION 10.02. 59 Section 11.02 Limitation on Guarantor Liability 68 SECTION 10.03. Execution 60 Section 11.03 Successors and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Assigns 60 Section 11.04 No Waiver 60 MISCELLANEOUS PROVISIONS Section 12.01 Provisions Binding on Company’s Successors 61 Section 12.02 Official Acts by Successor Corporation 61 Section 12.03 Legal Holidays 61 Section 12.04 No Security Interest Created 61 Section 12.05 Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Indenture 61 Section 12.06 Table of Contents, Headings, Etc. 61 Section 12.07 Execution in Counterparts 61 Section 12.08 Force Majeure 62 Section 12.09 Calculations 62 Section 12.10 USA PATRIOT Act 62 Section 12.11 Waiver of Jersey Customary Rights 62 Section 12.12 Governing Law 63 CONCERNING THE HOLDERS Section 13.01 Action by Holders 63 Section 13.02 Proof of Execution by Holders 63 Section 13.03 Who Are Deemed Absolute Owners 64 Section 13.04 Company-Owned Notes Disregarded 64 Section 13.05 Revocation of Consents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form Future Holders Bound 65 HOLDERS’ MEETINGS Section 14.01 Purpose of Face Meetings 65 Section 14.02 Call of Note EXHIBIT A-2 Form Meetings by Trustee 65 Section 14.03 Call of Face Meetings by Company or Holders 66 Section 14.04 Qualifications for Voting 66 Section 14.05 Regulations 66 Section 14.06 Voting 66 Section 14.07 No Delay of Regulation S Temporary Note EXHIBIT B Form Rights by Meeting 67 FIRST SUPPLEMENTAL INDENTURE, dated as of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE July 20, 2018 (this “Supplemental Indenture”), dated among ENCORE CAPITAL EUROPE FINANCE LIMITED, a Jersey public limited company, as of April 1issuer (the “Company,” as more fully set forth in Section 1.01), 2019, among SMITHFIELD FOODSENCORE CAPITAL GROUP, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware corporation, as guarantor (the “Company”Guarantor,” as more fully set forth in Section 1.01), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National AssociationMUFG UNION BANK, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee,” as more fully set forth in Section 1.01), to that certain Indenture, dated as of July 20, 2018 (the “Base Indenture,” and the Base Indenture, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and between the Company and the Trustee.
Appears in 1 contract
Sources: First Supplemental Indenture (Encore Capital Group Inc)
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Section 10.1 Guarantees 76 Section 10.2 Limitation on Guarantor Liability 68 SECTION 10.03. Execution 78 Section 10.3 Successors and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Assigns 79 Section 10.4 No Waiver 79 Section 10.5 Modification 79 Section 10.6 Release of Guarantor 79 Section 10.7 Execution of Guarantee Agreement for Future Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Guarantors 80 Section 10.8 Non-Impairment 80 Section 10.9 Contribution 80 Section 11.1 [Reserved] 80 Section 11.2 Notices 71 SECTION 12.02. 81 Section 11.3 Trustee Instructions 82 Section 11.4 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 83 Section 11.5 Statements Required in Certificate or Opinion 73 SECTION 12.04. 83 Section 11.6 When Notes Disregarded 83 Section 11.7 Rules by Trustee U.S. Trustee, Paying Agent and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. ▇▇▇▇▇▇▇▇▇ ▇▇ Section 11.8 Business Days 84 Section 11.9 Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 84 Section 11.10 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Recourse Against Others 84 Section 11.11 Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart 84 Section 11.12 Multiple Originals 74 SECTION 12.13. 84 Section 11.13 Table of Contents; Headings 75 SECTION 12.14. U.S.A. 84 Section 11.14 WAIVER OF TRIAL BY JURY 84 Section 11.15 Force Majeure 85 Section 11.16 USA Patriot Act 75 EXHIBIT A-1 Compliance 85 Section 11.17 Submission to Jurisdiction 85 Section 11.18 Waiver of Immunity 86 Section 11.19 Conversion of Currency 86 Exhibit A — Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D — Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1February 18, 20192020, among SMITHFIELD FOODSOPEN TEXT HOLDINGS, INC., a corporation duly organized and existing under the laws of Delaware (the Commonwealth “Issuer”), OPEN TEXT CORPORATION, a corporation organized under the laws of Virginia Canada (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National AssociationGuarantors”), a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaTHE BANK OF NEW YORK MELLON, as the U.S. trustee (the “U.S. Trustee”), and BNY TRUST COMPANY OF CANADA, as Canadian trustee (the “Canadian Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of (a) the Issuer’s 4.125% Senior Notes due 2030 (the “Original Notes”), and (b) any Additional Notes (as defined herein) that may be issued (all such Notes in clauses (a) and (b) being referred to collectively as the “Notes”).
Appears in 1 contract
Sources: Indenture (Open Text Corp)
Guarantees. SECTION 10.01Section 17.01. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.0372 Section 17.02. Execution and Delivery 68 SECTION 10.04of Guarantee 73 Section 17.03. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release Limitation of Subsidiary Guarantees 69 SECTION 11.01Guarantor’s Liability 73 Section 17.04. Satisfaction and Discharge 70 SECTION 11.02Contribution 74 Section 17.05. Application of Trust Money 70 SECTION 12.01Rights Under the Guarantee 74 Section 17.06. Notices 71 SECTION 12.02Primary Obligations 74 Section 17.07. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03Waivers 75 Section 17.08. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05Releases 75 Section 17.09. No Personal Liability Election 75 Section 17.10. Financial Condition of Directorsthe Company 75 Section 17.11. Consolidation, OfficersMerger, Employees and Stockholders 73 SECTION 12.06Etc, 76 Section 18.01. Provisions Binding on Company’s Successors 76 Section 18.02. Official Acts by Successor Corporation 76 Section 18.03. Addresses for Notices, Etc 77 Section 18.04. Governing Law 74 SECTION 12.0777 Section 18.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 77 Section 18.06. Legal Holidays 78 Section 18.07. No Security Interest Created 78 Section 18.08. Benefits of Indenture 78 Section 18.09. Table of Contents, Headings, Etc 78 Section 18.10. Authenticating Agent 78 Section 18.11. Execution in Counterparts 79 Section 18.12. Severability 79 Section 18.13. Waiver of Jury Trial 74 SECTION 12.0879 Section 18.14. Appointment Force Majeure 79 EXHIBITS Exhibit A Form of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT 1 Exhibit B Form of Certificate Notice of Transfer EXHIBIT Conversion 1 Exhibit C Form of Certificate of Exchange EXHIBIT Fundamental Change Repurchase Notice 1 Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors Assignment and Transfer 1 Exhibit E Form of Notice of Exchange 1 Exhibit F Form of Joinder Agreement 1 INDENTURE (this “Indenture”), dated as of April 1June 17, 2019, 2011 among SMITHFIELD FOODS, INC.MGM Resorts International, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware corporation, as issuer (the “Company”), the Subsidiary Guarantors listed on party hereto, as guarantors (the signature pages hereto “Subsidiary Guarantors”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 1 contract
Guarantees. SECTION Section 10.01. Guarantee 66 SECTION 120 Section 10.02. Limitation on Guarantor Liability 68 SECTION 122 Section 10.03. Execution and Delivery 68 SECTION 122 Section 10.04. Subrogation 69 SECTION 122 Section 10.05. Benefits Acknowledged 69 SECTION 123 Section 10.06. Release of Subsidiary Guarantees 69 SECTION 123 Section 11.01. Satisfaction and Discharge 70 SECTION 123 Section 11.02. Application of Trust Money 70 SECTION 124 Section 12.01. Notices 71 SECTION 125 Section 12.02. Communication by Holders with Other Holders 126 Section 12.03. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03126 Section 12.04. Statements Required in Certificate or Opinion 73 SECTION 12.04126 Section 12.05. Rules by Trustee and Agents 73 SECTION 12.05127 Section 12.06. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06127 Section 12.07. Governing Law 74 SECTION 12.07127 Section 12.08. Waiver of Jury Trial 74 SECTION 12.08127 Section 12.09. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09Force Majeure 127 Section 12.10. No Adverse Interpretation of Other Agreements 74 SECTION 12.10127 Section 12.11. Successors 74 SECTION 12.11128 Section 12.12. Severability 74 SECTION 12.12128 Section 12.13. Counterpart Originals 74 SECTION 12.13128 Section 12.14. Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 128 Section 12.15. Qualification of Indenture 128 Section 12.16. USA Patriot Act 75 EXHIBIT A-1 Form 128 Section 12.17. Trust Indenture Act Controls 128 Section 13.01. Segregated Account 128 Section 13.02. Special Mandatory Redemption 129 Section 13.03. Release of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Segregated Funds 129 EXHIBITS Exhibit A FORM OF NOTE Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”)TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE, dated as of April 1July 8, 20192015, among SMITHFIELD FOODSSummit Materials, INC.LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “CompanyIssuer”), Summit Materials Finance Corp., a Delaware corporation wholly owned by the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Subsidiary Guarantors listed on the signature pages hereto (as defined herein) named herein and U.S. Bank Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
Appears in 1 contract
Sources: Indenture (Summit Materials, LLC)
Guarantees. SECTION 10.0112.01. Guarantee 66 Note Guarantees 134 SECTION 10.0212.02. Severability 135 SECTION 12.03. Restricted Subsidiaries 135 SECTION 12.04. Limitation on Guarantor of Guarantors’ Liability 68 135 SECTION 10.0312.05. Execution and Delivery 68 Contribution 136 SECTION 10.0412.06. Subrogation 69 136 SECTION 10.0512.07. Reinstatement 136 SECTION 12.08. Release of a Guarantor 136 SECTION 12.09. Benefits Acknowledged 69 137 SECTION 10.0612.10. Effectiveness of Note Guarantees 137 SECTION 13.01. Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance 137 SECTION 13.02. Legal Defeasance and Discharge 137 SECTION 13.03. Covenant Defeasance 138 SECTION 13.04. Conditions to Legal Defeasance or Covenant Defeasance 138 SECTION 13.05. Deposited Money and U.S. Government Obligations To Be Held in Trust Other Miscellaneous Provisions 139 SECTION 13.06. Reinstatement 140 SECTION 14.01. Security Documents 140 SECTION 14.02. Release of Subsidiary Guarantees 69 Collateral 142 SECTION 11.0114.03. Satisfaction and Discharge 70 Suits to Protect the Collateral 143 SECTION 11.0214.04. Application Authorization of Trust Money 70 Receipt of Funds by the Trustee Under the Security Documents 143 SECTION 12.0114.05. Notices 71 Purchaser Protected 144 SECTION 12.0214.06. Certificate and Opinion as Powers Exercisable by Receiver or Trustee 144 SECTION 14.07. Certain Limitations on Collateral 144 SECTION 14.08. Notes Collateral Agent 145 SECTION 14.09. Security Documents; Intercreditor Agreements 152 APPENDIX & EXHIBITS ANNEX I — Rule 144A / Regulation S EXHIBIT 1 to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Rule 144A / Regulation S — Form of Face of Initial Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D A — Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE EXHIBIT B — Form of Incumbency Certificate EXHIBIT C — Form of Equal Priority Intercreditor Agreement EXHIBIT D — Form of Junior Priority Intercreditor Agreement INDENTURE, dated as of April 13, 2021 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODSWW INTERNATIONAL, INC., a Virginia corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaTHE BANK OF NEW YORK MELLON, as trustee (the “Trustee”)Trustee and Notes Collateral Agent.
Appears in 1 contract
Sources: Indenture (Ww International, Inc.)
Guarantees. SECTION 10.01. Subsidiary Guarantee 66 SECTION 10.02. 85 Section 12.02 Limitation on Subsidiary Guarantor Liability 68 SECTION 10.03. 87 Section 12.03 Execution and Delivery 68 SECTION 10.04. 87 Section 12.04 Subrogation 69 SECTION 10.05. 88 Section 12.05 Benefits Acknowledged 69 SECTION 10.06. 88 Section 12.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 88 Section 12.07 Parent Guarantee 89 Section 13.01 Satisfaction and Discharge 70 SECTION 11.02. 91 Section 13.02 Application of Trust Money 70 SECTION 12.01. 92 Section 14.01 Trust Indenture Act Controls 92 Section 14.02 Notices 71 SECTION 12.02. 93 Section 14.03 Communication by Holders of Notes with Other Holders of Notes 94 Section 14.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 94 Section 14.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 94 Section 14.06 Rules by Trustee and Agents 73 SECTION 12.05. 94 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 95 Section 14.08 Governing Law 74 SECTION 12.07. 95 Section 14.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 95 Section 14.10 Force Majeure 95 Section 14.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 95 Section 14.12 Successors 74 SECTION 12.11. 95 Section 14.13 Severability 74 SECTION 12.12. 96 Section 14.14 Counterpart Originals 74 SECTION 12.13. 96 Section 14.15 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 96 Section 14.16 Qualification of Fifteenth Supplemental Indenture 96 Section 14.17 USA Patriot Act 75 EXHIBIT A-1 96 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary to Subsequent Guarantors SUPPLEMENTAL INDENTURE NO. 15 (this the “Fifteenth Supplemental Indenture”), dated as of April 1March 15, 20192016, among SMITHFIELD FOODS, INC.HCA Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), HCA Holdings, Inc. (the “Parent Guarantor”), the Subsidiary Guarantors other guarantors listed on the signature pages in Schedule I hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “TrusteeSubsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 UNCONDITIONAL GUARANTEE. 72 SECTION 10.02. Limitation on Guarantor Liability 68 SEVERABILITY. 73 SECTION 10.03. Execution and Delivery 68 LIMITATION ON GUARANTOR’S LIABILITY. 73 SECTION 10.04. Subrogation 69 SUCCESSORS AND ASSIGNS. 74 SECTION 10.05. Benefits Acknowledged 69 NO WAIVER. 74 SECTION 10.06. Release of Subsidiary Guarantees 69 RELEASE OF GUARANTOR. 74 SECTION 10.07. EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE GUARANTORS. 74 SECTION 10.08. NOTATION OF NOTE GUARANTEE. 75 SECTION 10.09. SUBORDINATION OF SUBROGATION AND OTHER RIGHTS. 75 SECTION 11.01. Satisfaction and Discharge 70 TIA CONTROLS. 75 SECTION 11.02. Application of Trust Money 70 NOTICES. 75 SECTION 12.0111.03. Notices 71 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS. 77 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. 77 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 STATEMENTS REQUIRED IN CERTIFICATE AND OPINION. 77 SECTION 12.0411.06. Rules by Trustee and Agents 73 RULES BY TRUSTEE AND AGENTS. 77 SECTION 12.0511.07. No Personal Liability of DirectorsLEGAL HOLIDAYS. 77 SECTION 11.08. GOVERNING LAW. 78 SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. 78 SECTION 11.10. NO RECOURSE AGAINST OTHERS. 78 SECTION 11.11. SUCCESSORS. 78 SECTION 11.12. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. 78 SECTION 11.13. MULTIPLE COUNTERPARTS. 78 SECTION 11.14. TABLE OF CONTENTS, OfficersHEADINGS, Employees and Stockholders 73 ETC. 78 SECTION 12.0611.15. Governing Law 74 SECTION 12.07SEPARABILITY. Waiver of Jury Trial 74 SECTION 12.08. Appointment 79 Signatures S-1 Exhibit A Form of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)B-1 INDENTURE, dated as of April 1May [ ], 20192006, among SMITHFIELD FOODSAmerican Greetings Corporation, INC.an Ohio corporation (the “Issuer”) and The Bank of Nova Scotia Trust Company of New York, a corporation duly trust company organized and existing under the laws of the Commonwealth State of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaNew York, as trustee (the “Trustee”).. The Issuer has duly authorized the creation of an issue of 7 3/8% Senior Notes due 2016 (the “Initial Notes”) and, to provide therefor, the Issuer has duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Issuer, and authenticated and delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid and binding agreement of the Issuer in accordance with their and its terms, have been done. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:
Appears in 1 contract
Sources: Indenture (American Greetings Corp)
Guarantees. SECTION 10.01. Guarantee 66 SECTION 10.02. Section 10.01 Guarantees 63 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 64 Section 10.03 Releases 64 Section 10.04 Successors and Assigns 64 Section 10.05 No Waiver 65 Section 10.06 Modification 65 Section 10.07 Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. of Supplemental Indenture for Future Guarantors 65 Section 10.08 Non-Impairment 65 Section 10.09 Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. 65 Section 11.01 Notices 71 SECTION 12.02. 65 Section 11.02 Communication by the Holders with Other Holders 67 Section 11.03 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 67 Section 11.04 Statements Required in Certificate or Opinion 73 SECTION 12.04. 67 Section 11.05 When Notes Disregarded 67 Section 11.06 Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of DirectorsTrustee, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. and ▇▇▇▇▇▇▇▇▇ ▇▇ Section 11.07 Legal Holidays 67 Section 11.08 GOVERNING LAW; WAIVER OF JURY TRIAL 68 Section 11.09 No Recourse Against Others 68 Section 11.10 Successors 68 Section 11.11 Multiple Originals 68 Section 11.12 Table of Contents; Headings 68 Section 11.13 Indenture Controls 68 Section 11.14 Severability 68 Section 11.15 Force Majeure 68 Section 11.16 U.S.A. Patriot Act 68 Section 11.17 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 68 Appendix A - Provisions Relating to Original Notes and Additional Notes EXHIBIT A-1 INDEX Exhibit A - Form of Face of Note EXHIBIT A-2 Exhibit B - Form of Face Transferee Letter of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT Representation Exhibit C Form of Certificate of Exchange EXHIBIT D - Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1June 30, 20192015, among SMITHFIELD FOODS, INC.HomeFed Corporation, a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as herein defined), and U.S. Bank Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $125,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due 2018 issued on the date hereof (the “Original Notes”) and (b) any Additional Notes (as defined herein) that may be issued after the date hereof in the form of Exhibit A (all such securities in clauses (a) and (b) being referred to collectively as the “Notes”). The Original Notes and any Additional Notes (as defined herein) shall constitute a single series hereunder, although they shall bear a different CUSIP number if they are not fungible with the Original Notes for U.S. federal income tax purposes. Subject to the conditions and compliance with the covenants set forth herein, the Company may issue an unlimited aggregate principal amount of Additional Notes.
Appears in 1 contract
Sources: Indenture (Homefed Corp)
Guarantees. SECTION 10.011201. Guarantee 66 Guarantees 98 SECTION 10.021202. Severability 100 SECTION 1203. Restricted Subsidiaries 100 SECTION 1204. Limitation on Guarantor of Guarantors’ Liability 68 100 SECTION 10.031205. Execution and Delivery 68 Contribution 100 SECTION 10.041206. Subrogation 69 101 SECTION 10.051207. Reinstatement 101 SECTION 1208. Release of a Guarantor 101 SECTION 1209. Benefits Acknowledged 69 102 SECTION 10.061301. Release of Subsidiary Guarantees 69 Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance 102 SECTION 11.011302. Satisfaction Legal Defeasance and Discharge 70 102 SECTION 11.021303. Application of Covenant Defeasance 102 SECTION 1304. Conditions to Legal Defeasance or Covenant Defeasance 103 SECTION 1305. Deposited Money and Government Securities To Be Held in Trust Money 70 Other Miscellaneous Provisions 104 SECTION 12.011306. Notices 71 SECTION 12.02. Certificate and Opinion as Reinstatement 104 APPENDIX & EXHIBITS ANNEX I – Rule 144A / Regulation S / IAI Appendix EXHIBIT 1 to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Rule 144A / Regulation S / IAI Appendix – Form of Face of Initial Note EXHIBIT A-2 2 to Rule 144A / Regulation S / IAI Appendix – Form of Face Transferee Letter of Regulation S Temporary Note Representation EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D A – Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors EXHIBIT B – Form of Incumbency Certificate INDENTURE dated as of May 24, 2018 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODSBWX TECHNOLOGIES, INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto hereto, and U.S. Bank National AssociationBANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee Trustee (the “Trustee”” and as Paying Agent and Note Registrar (as defined herein)).
Appears in 1 contract
Sources: Indenture (BWX Technologies, Inc.)
Guarantees. SECTION 10.01Section 12.01. The Guarantees 107 Section 12.02. Guarantee 66 SECTION 10.02Unconditional 107 Section 12.03. Discharge; Reinstatement 108 Section 12.04. Waiver by the Guarantors 108 Section 12.05. Subrogation and Contribution 108 Section 12.06. Stay of Acceleration 108 Section 12.07. Limitation on Guarantor Liability 68 SECTION 10.03Amount of Guarantee 109 Section 12.08. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06of Guarantee 109 Section 12.09. Release of Subsidiary Guarantees 69 SECTION 11.01Guarantee 109 [INTENTIONALLY OMITTED] MISCELLANEOUS Section 14.01. Satisfaction and Discharge 70 SECTION 11.02[Intentionally Omitted] 110 Section 14.02. Application of Trust Money 70 SECTION 12.01Noteholder Actions 110 Section 14.03. Notices 71 SECTION 12.02111 Section 14.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03112 Section 14.05. Statements Required in Certificate or Opinion 73 SECTION 12.04112 Section 14.06. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Payment Date Other Than a Business Day 112 Section 14.07. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09112 Section 14.08. No Adverse Interpretation of Other Agreements 74 SECTION 12.10113 Section 14.09. Successors 74 SECTION 12.11113 Section 14.10. Severability 74 SECTION 12.12Duplicate Originals 113 Section 14.11. Counterpart Originals 74 SECTION 12.13Separability 113 Section 14.12. Table of Contents; Contents and Headings 75 SECTION 12.14113 Section 14.13. U.S.A. Patriot Act 75 No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders 113 Section 14.14. Effectiveness of Provisions for New Guarantors 113 EXHIBIT A-1 A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Supplemental Indenture EXHIBIT C Restricted Legend EXHIBIT D DTC Legend EXHIBIT E Regulation S Certificate EXHIBIT F Rule 144A Certificate EXHIBIT G Institutional Accredited Investor Certificate EXHIBIT H Certificate of Transfer Beneficial Ownership EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)I Temporary Offshore Global Note Legend INDENTURE, dated as of April 1December 20, 20192013, among SMITHFIELD FOODS▇▇▇▇▇▇’▇ Supermarkets, INC.Inc., a corporation duly organized and existing under Wisconsin corporation, as the laws of the Commonwealth of Virginia (the “Company”)Issuer, the Subsidiary Guarantors listed on the signature pages party hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (Roundy's, Inc.)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 113 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 115 Section 10.03 Execution and Delivery 68 SECTION 10.04. 115 Section 10.04 Subrogation 69 SECTION 10.05. 115 Section 10.05 Benefits Acknowledged 69 SECTION 10.06. 116 Section 10.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 116 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 117 Section 11.02 Application of Trust Money 70 SECTION 12.01. 118 Section 12.01 Collateral and Security Documents 118 Section 12.02 Releases of Collateral 119 Section 12.03 Permitted Releases Not to Impair Lien 120 Section 12.04 Suits to Protect the Collateral 120 Section 12.05 Authorization of Receipt of Funds by the Trustee Under the Security Documents 121 Section 12.06 Purchaser Protected 121 Section 12.07 Powers Exercisable by Receiver or Trustee 121 Section 12.08 Release Upon Termination of the Issuer’s Obligations 121 Section 12.09 Collateral Agent 121 Section 12.10 Filing, Recording and Opinions 122 Section 13.01 Trust Indenture Act Controls 123 Section 13.02 Notices 71 SECTION 12.02. 123 Section 13.03 Communication by Holders of Notes with Other Holders of Notes 124 Section 13.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 124 Section 13.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 125 Section 13.06 Rules by Trustee and Agents 73 SECTION 12.05. 125 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 125 Section 13.08 Governing Law 74 SECTION 12.07. 126 Section 13.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 126 Section 13.10 Force Majeure 126 Section 13.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 126 Section 13.12 Successors 74 SECTION 12.11. 126 Section 13.13 Severability 74 SECTION 12.12. 126 Section 13.14 Counterpart Originals 74 SECTION 12.13. 126 Section 13.15 Table of Contents; Headings 75 SECTION 12.14. , Headings, etc 127 Section 13.16 Qualification of Indenture 127 Section 13.17 U.S.A. Patriot Act 75 EXHIBIT A-1 127 EXHIBITS Exhibit A Form of Face of Priority Guarantee Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1February 26, 20192015, among SMITHFIELD FOODSiHeartCommunications, INC.Inc. (formerly known as Clear Channel Communications, Inc.), a corporation duly organized and existing under the laws Texas corporation, iHeartMedia Capital I, LLC (formerly known as Clear Channel Capital I, LLC), a Delaware limited liability company, as Guarantor, each of the Commonwealth of Virginia other Guarantors (the “Company”), the Subsidiary Guarantors as defined herein) listed on the signature pages hereto and hereto, U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”), Paying Agent, Registrar, Authentication Agent and Transfer Agent, and Deutsche Bank Trust Company Americas, a New York banking corporation, as Collateral Agent.
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 88 SECTION 10.02. Limitation on Guarantor Liability 68 89 SECTION 10.03. Execution and Delivery 68 90 SECTION 10.04. Subrogation 69 90 SECTION 10.05. Benefits Acknowledged 69 90 SECTION 10.06. Release of Subsidiary Guarantees 69 90 SECTION 11.01. Satisfaction and Discharge 70 91 SECTION 11.02. Application of Trust Money 70 92 SECTION 12.01. Notices 71 Trust Indenture Act Controls 93 SECTION 12.02. Notices 93 SECTION 12.03. [Reserved] 94 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 94 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 94 SECTION 12.0412.06. Rules by Trustee and Agents 73 95 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 95 SECTION 12.0612.08. Governing Law 74 95 SECTION 12.0712.09. Waiver of Jury Trial 74 95 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 95 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 95 SECTION 12.12. Successors 95 SECTION 12.13. Severability 95 SECTION 12.14. Counterpart Originals 74 96 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc. 96 SECTION 12.1412.16. U.S.A. Patriot Qualification of Indenture 96 SECTION 12.17. USA PATRIOT Act 75 EXHIBIT A-1 96 SECTION 13.01. The Collateral 96 SECTION 13.02. Further Assurances 98 SECTION 13.03. Release of Collateral 98 SECTION 13.04. Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents 99 SECTION 13.05. Appointment and Authorization of U.S. Bank Trust Company, National Association as Collateral Agent 100 SECTION 13.06. Collateral Accounts 101 SECTION 13.07. Resignation of Collateral Agent 101 SECTION 13.08. Junior Priority Intercreditor Agreements 101 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)AMENDED AND RESTATED INDENTURE, dated as of April 1December 19, 20192023, among SMITHFIELD FOODS, INC.IQVIA Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware corporation, each Guarantor (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto as defined herein) and U.S. Bank Trust Company, National Association, a national banking association duly organized as Trustee and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”)Collateral Agent.
Appears in 1 contract
Sources: Indenture (Benefit Holding, Inc.)
Guarantees. Guarantees 72 SECTION 10.01. Guarantee 66 SECTION 10.02. 10.2 Limitation on Guarantor Liability 68 76 SECTION 10.03. Execution 10.3 Successors and Delivery 68 Assigns 76 SECTION 10.04. Subrogation 69 10.4 No Waiver 76 SECTION 10.05. Benefits Acknowledged 69 10.5 Modification 76 SECTION 10.06. 10.6 Release of Subsidiary Guarantees 69 Guarantor 76 SECTION 11.01. Satisfaction and Discharge 70 10.7 Execution of Guarantee Agreement for Future Subsidiary Guarantors 77 SECTION 11.02. Application of Trust Money 70 10.8 Non-Impairment 77 SECTION 12.01. 10.9 Contribution 77 SECTION 11.1 Notices 71 78 SECTION 12.02. 11.2 Trustee Instructions 79 SECTION 11.3 Certificate and Opinion as to Conditions Precedent 73 79 SECTION 12.03. 11.4 Statements Required in Certificate or Opinion 73 80 SECTION 12.04. 11.5 When Notes Disregarded 80 SECTION 11.6 Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 11.7 Business Days 80 SECTION 12.06. 11.8 Governing Law 74 80 SECTION 12.07. Waiver of Jury Trial 74 11.9 No Recourse Against Others 80 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 11.10 Successors 81 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 11.11 Multiple Originals 81 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. 11.12 Table of Contents; Headings 75 81 SECTION 12.14. U.S.A. 11.13 WAIVER OF TRIAL BY JURY 81 SECTION 11.14 Force Majeure 81 SECTION 11.15 USA Patriot Act 75 EXHIBIT A-1 Compliance 81 SECTION 11.16 Submission to Jurisdiction 81 SECTION 11.17 Waiver of Immunity 82 SECTION 11.18 Conversion of Currency 82 SECTION 11.19 FATCA 83 Exhibit A — Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D — Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1July 13, 20192020, among SMITHFIELD FOODS, INC.ALCOA NEDERLAND HOLDING B.V., a corporation duly organized and existing besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Commonwealth of Virginia Netherlands (the “Issuer”), ALCOA CORPORATION (the “Company”), a Delaware corporation, the Subsidiary Guarantors listed on the signature pages SUBSIDIARY GUARANTORS party hereto and U.S. Bank National AssociationTHE BANK OF NEW YORK MELLON TRUST COMPANY, a national banking association duly organized and existing under N.A., as the laws Trustee. Each party agrees as follows for the benefit of the United States other parties and for the equal and ratable benefit of America and having a corporate trust office in Atlanta, Georgia, as trustee the holders of (a) the Issuer’s 5.500% Senior Unsecured Notes due 2027 (the “TrusteeOriginal Notes”) and (b) any Additional Notes (as defined herein) that may be issued (all such Notes in clauses (a) and (b) being referred to collectively as the “Notes”).
Appears in 1 contract
Sources: Indenture (Alcoa Corp)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 118 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 119 Section 10.03 Execution and Delivery 68 SECTION 10.04. 119 Section 10.04 Subrogation 69 SECTION 10.05. 120 Section 10.05 Benefits Acknowledged 69 SECTION 10.06. 120 Section 10.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 120 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 121 Section 11.02 Application of Trust Money 70 SECTION 12.01. 122 [RESERVED] 122 Section 13.01 Electronic Signatures 122 Section 13.02 Notices 71 SECTION 12.02. 123 Section 13.03 [Reserved] 124 Section 13.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 124 Section 13.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 124 Section 13.06 Rules by Trustee and Agents 73 SECTION 12.05. 124 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 125 Section 13.08 Governing Law 74 SECTION 12.07. 125 Section 13.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 125 Section 13.10 Force Majeure 125 Section 13.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 125 Section 13.12 Successors 74 SECTION 12.11. 125 Section 13.13 Severability 74 SECTION 12.12. 126 Section 13.14 Counterpart Originals 74 SECTION 12.13. 126 Section 13.15 Table of Contents; Headings 75 SECTION 12.14, Headings, Etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of 126 Section 13.16 Entire Agreement 126 EXHIBITS Exhibit A Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1March 17, 20192025, among SMITHFIELD FOODS, INC.PBF Holding Company LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), PBF Finance Corporation, a Delaware corporation (“Finance Co.” and, together with the Subsidiary Company, the “Issuers”), the Guarantors listed on the signature pages hereto and U.S. Bank (as defined herein), Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), registrar (the “Registrar”), transfer agent (the “Transfer Agent”) and authenticating agent (the “Authenticating Agent”).
Appears in 1 contract
Sources: Indenture (PBF Holding Co LLC)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 82 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 83 Section 10.03 Execution and Delivery 68 SECTION 10.04. 83 Section 10.04 Subrogation 69 SECTION 10.05. 83 Section 10.05 Benefits Acknowledged 69 SECTION 10.06. 83 Section 10.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 79 Section 10.07 Certain Dutch, Irish, Luxembourg and Swiss Matters 84 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 85 Section 11.02 Application of Trust Money 70 SECTION 12.01. 86 Section 12.01 [Reserved] 87 Section 12.02 Notices 71 SECTION 12.02. 87 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 88 Section 12.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 88 Section 12.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 88 Section 12.06 Rules by Trustee and Agents 73 SECTION 12.05. 89 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 89 Section 12.08 Governing Law 74 SECTION 12.07. 89 Section 12.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 89 Section 12.10 Force Majeure 89 Section 12.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 89 Section 12.12 Successors 74 SECTION 12.11. 89 Section 12.13 Severability 74 SECTION 12.12. 90 Section 12.14 Counterpart Originals 74 SECTION 12.13. 90 Section 12.15 Table of Contents, Headings, etc. 90 Section 12.16 [Reserved] 90 Section 12.17 Currency of Account; Headings 75 SECTION 12.14. Conversion of Currency; Foreign Exchange Restrictions 90 Section 12.18 Agent for Service; Submission to Jurisdiction; Waiver of Immunity 92 Section 12.19 U.S.A. Patriot Act 75 EXHIBIT A-1 93 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1September 24, 20192020, among SMITHFIELD FOODS, INC.▇▇▇▇▇▇▇ Finance LLC, a Delaware limited liability company (“Nielsen LLC”), ▇▇▇▇▇▇▇ Finance Co., a Delaware corporation duly organized (together with Nielsen LLC and existing under the laws not any of the Commonwealth of Virginia (their subsidiaries, the “CompanyIssuers”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and U.S. Deutsche Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaTrust Company Americas, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (Nielsen Holdings PLC)
Guarantees. SECTION 10.01. 10.01 Guarantee 66 68 SECTION 10.02. 10.02 Limitation on Guarantor Liability 68 71 SECTION 10.03. 10.03 Execution and Delivery 68 71 Page SECTION 10.04. 10.04 Subrogation 69 71 SECTION 10.05. 10.05 Severability 71 SECTION 10.06 Guarantors May Consolidate, Etc., on Certain Terms 72 SECTION 10.07 Benefits Acknowledged 69 73 SECTION 10.06. 10.08 Release of Subsidiary Guarantees 69 73 SECTION 11.01. 10.09 Contribution 74 SECTION 11.01 Satisfaction and Discharge 70 74 SECTION 11.02. 11.02 Application of Trust Money 70 75 SECTION 12.01. 12.01 Trust Indenture Act Controls 76 SECTION 12.02 Notices 71 76 SECTION 12.02. 12.03 Communication by Holders of Notes with Other Holders of Notes 77 SECTION 12.04 Certificate and Opinion as to Conditions Precedent 73 77 SECTION 12.03. 12.05 Statements Required in Certificate or Opinion 73 77 SECTION 12.04. 12.06 Rules by Trustee and Agents 73 78 SECTION 12.05. 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 78 SECTION 12.06. 12.08 Governing Law 74 78 SECTION 12.07. 12.09 Waiver of Jury Trial 74 78 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 12.10 Force Majeure 78 SECTION 12.09. 12.11 No Adverse Interpretation of Other Agreements 74 78 SECTION 12.10. 12.12 Successors 74 78 SECTION 12.11. 12.13 Severability 74 78 SECTION 12.12. 12.14 Counterpart Originals 74 78 SECTION 12.13. 12.15 Table of Contents; Headings 75 , Headings, Etc. 79 SECTION 12.14. 12.16 Waiver of Immunities 79 SECTION 12.17 U.S.A. Patriot Act 75 EXHIBIT A-1 79 Appendix A Provisions Relating to the Initial Notes EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Notational Guarantee Exhibit C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors This INDENTURE (this “Indenture”), dated as of April 1August 5, 20192014, is among SMITHFIELD FOODSCDW LLC, INC.an Illinois limited liability company (“CDW”), CDW Finance Corporation, a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (“FinanceCo” and, together with CDW, the “CompanyIssuers”), the Subsidiary Guarantors listed on the signature pages party hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (in such capacity, the “Trustee”).
Appears in 1 contract
Sources: Indenture (CDW Corp)
Guarantees. Guarantees 72 SECTION 10.01. Guarantee 66 SECTION 10.02. 10.2 Limitation on Guarantor Liability 68 74 SECTION 10.03. Execution 10.3 Successors and Delivery 68 Assigns 74 SECTION 10.04. Subrogation 69 10.4 No Waiver 74 SECTION 10.05. Benefits Acknowledged 69 10.5 Modification 75 SECTION 10.06. 10.6 Release of Subsidiary Guarantees 69 Guarantor 75 SECTION 11.01. Satisfaction and Discharge 70 10.7 Execution of Guarantee Agreement for Future Subsidiary Guarantors 76 SECTION 11.02. Application of Trust Money 70 10.8 Non-Impairment 76 SECTION 12.01. 10.9 Contribution 76 SECTION 11.1 Notices 71 76 SECTION 12.02. 11.2 Trustee Instructions 77 SECTION 11.3 Certificate and Opinion as to Conditions Precedent 73 78 SECTION 12.03. 11.4 Statements Required in Certificate or Opinion 73 78 SECTION 12.04. 11.5 When Notes Disregarded 78 SECTION 11.6 Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 11.7 Business Days 79 SECTION 12.06. 11.8 Governing Law 74 79 SECTION 12.07. Waiver of Jury Trial 74 11.9 No Recourse Against Others 79 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 11.10 Successors 79 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 11.11 Multiple Originals 79 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. 11.12 Table of Contents; Headings 75 79 SECTION 12.14. U.S.A. 11.13 WAIVER OF TRIAL BY JURY 79 SECTION 11.14 Force Majeure 80 SECTION 11.15 USA Patriot Act 75 EXHIBIT A-1 Compliance 80 SECTION 11.16 Submission to Jurisdiction 80 SECTION 11.17 Waiver of Immunity 80 SECTION 11.18 Conversion of Currency 81 SECTION 11.19 FATCA 81 Exhibit A — Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D — Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1May 17, 20192018, among SMITHFIELD FOODS, INC.ALCOA NEDERLAND HOLDING B.V., a corporation duly organized and existing besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Commonwealth of Virginia Netherlands (the “Issuer”), ALCOA CORPORATION (the “Company”), a Delaware corporation, the Subsidiary Guarantors listed on the signature pages SUBSIDIARY GUARANTORS party hereto and U.S. Bank National AssociationTHE BANK OF NEW YORK MELLON TRUST COMPANY, a national banking association duly organized and existing under N.A., as the laws Trustee. Each party agrees as follows for the benefit of the United States other parties and for the equal and ratable benefit of America and having a corporate trust office in Atlanta, Georgia, as trustee the holders of (a) the Issuer’s 6.125% Senior Unsecured Notes due 2028 (the “TrusteeOriginal Notes”) and (b) any Additional Notes (as defined herein) that may be issued (all such Notes in clauses (a) and (b) being referred to collectively as the “Notes”).
Appears in 1 contract
Sources: Indenture (Alcoa Corp)
Guarantees. SECTION Section 10.01. Guarantee 66 SECTION Guarantees 95 Section 10.02. Limitation on Guarantor Liability 68 SECTION 97 Section 10.03. Execution Successors and Delivery 68 SECTION Assigns 98 Section 10.04. Subrogation 69 SECTION No Waiver 98 Section 10.05. Benefits Acknowledged 69 SECTION Modification 98 Section 10.06. Execution of Supplemental Indenture for Future Guarantors 98 Section 11.01. Collateral and Security Documents 99 Section 11.02. Recordings and Opinions 100 Section 11.03. Release of Subsidiary Guarantees 69 SECTION 11.01Collateral 101 Section 11.04. Satisfaction and Discharge 70 SECTION 11.02Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements 102 Section 11.05. Application Certificates of the Trustee 103 Section 11.06. Suits To Protect the Collateral 103 Section 11.07. Authorization of Receipt of Funds by the Trustee Under the Security Documents 103 Section 11.08. Purchaser Protected 103 Section 11.09. Powers Exercisable by Receiver or Trustee 103 Section 11.10. Release Upon Termination of the Issuers’ Obligations 104 Section 11.11. Collateral Agent 104 Section 11.12. Designations 105 Section 13.01. Trust Money 70 SECTION 12.01Indenture Act Controls 105 Section 13.02. Notices 71 SECTION 12.02105 Section 13.03. Communication by the Holders with Other Holders 106 Section 13.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03106 Section 13.05. Statements Required in Certificate or Opinion 73 SECTION 12.04106 Section 13.06. When Notes Disregarded 107 Section 13.07. Rules by Trustee Trustee, Paying Agent and Agents 73 SECTION 12.05Registrar 107 Section 13.08. Legal Holidays 107 Section 13.09. GOVERNING LAW 107 Section 13.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10Recourse Against Others 107 Section 13.11. Successors 74 SECTION 12.11107 Section 13.12. Severability 74 SECTION 12.12. Counterpart Multiple Originals 74 SECTION 12.13107 Section 13.13. Table of Contents; Headings 75 SECTION 12.14107 Section 13.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Indenture Controls 107 Section 13.15. Severability 108 Section 13.16. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 108 Appendix A – Rule 144A/Regulation S/IAI Appendix Exhibit 1 – Form of Face of Initial Note EXHIBIT A-2 Exhibit A – Form of Face of Regulation S Temporary Exchange Note EXHIBIT B or Private Exchange Note Exhibit 2 – Form of Certificate Letter of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Representation Appendix B – Form of Supplemental Indenture to be Delivered by Subsidiary for Future Guarantors INDENTURE 310 (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10 (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee a)(2) 7.10 (the “Trustee”).a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.06 (b) 13.03 (c) 13.03 313 (a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 7.06 (d) 7.06 314 (a) 4.02; 4.09 (b) N.A. (c)(1) 13.04 (c)(2) 13.04 (c)(3) N.A. (d) N.A. (e) 11.05 (f) 4.10 315 (a) 7.01 (b) 7.05 (c) 7.01 (d) 7.01 (e) 6.11 316 (a) (last sentence) 13.06 (a)(1)(A) 6.05
Appears in 1 contract
Sources: Indenture (Borden Chemical Inc)
Guarantees. SECTION 10.01. Guarantee 66 10.1 Guarantees 83 SECTION 10.02. 10.2 Limitation on Guarantor Liability 68 87 SECTION 10.03. Execution 10.3 Successors and Delivery 68 Assigns 88 SECTION 10.04. Subrogation 69 10.4 No Waiver 88 SECTION 10.05. Benefits Acknowledged 69 10.5 Modification 88 SECTION 10.06. 10.6 Release of Subsidiary Guarantees 69 Guarantor 88 SECTION 11.01. Satisfaction and Discharge 70 10.7 Execution of Guarantee Agreement for Future Subsidiary Guarantors 89 SECTION 11.02. Application of Trust Money 70 10.8 Non-Impairment 89 SECTION 12.01. 10.9 Contribution 89 SECTION 11.1 Notices 71 90 SECTION 12.02. 11.2 Trustee Instructions 91 SECTION 11.3 Certificate and Opinion as to Conditions Precedent 73 91 SECTION 12.03. 11.4 Statements Required in Certificate or Opinion 73 92 SECTION 12.04. 11.5 When Notes Disregarded 92 SECTION 11.6 Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 92 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 11.7 Business Days 92 SECTION 12.06. 11.8 Governing Law 74 92 SECTION 12.07. Waiver of Jury Trial 74 11.9 No Recourse Against Others 93 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 11.10 Successors 93 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 11.11 Multiple Originals 93 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. 11.12 Table of Contents; Headings 75 93 SECTION 12.14. U.S.A. 11.13 WAIVER OF TRIAL BY JURY 93 SECTION 11.14 Force Majeure 94 SECTION 11.15 USA Patriot Act 75 EXHIBIT A-1 Compliance 94 SECTION 11.16 Submission to Jurisdiction 94 SECTION 11.17 Waiver of Immunity 95 SECTION 11.18 Conversion of Currency 95 SECTION 11.19 FATCA 95 Exhibit A — Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D — Form of Supplemental Indenture to be Delivered INDENTURE dated as of March 17, 2025, among ALUMINA PTY LTD (ABN 85 004 820 419), a proprietary company limited by Subsidiary Guarantors INDENTURE shares incorporated in Australia and registered in Victoria, Australia (this the “IndentureIssuer”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia ALCOA CORPORATION (the “Company”), a Delaware corporation, the Subsidiary Guarantors listed on the signature pages SUBSIDIARY GUARANTORS party hereto and U.S. Bank National AssociationTHE BANK OF NEW YORK MELLON TRUST COMPANY, a national banking association duly organized and existing under N.A., as the laws Trustee. Each party agrees as follows for the benefit of the United States other parties and for the equal and ratable benefit of America and having a corporate trust office in Atlanta, Georgia, as trustee the holders of (a) the Issuer’s 6.125% Senior Unsecured Notes due 2030 (the “Trustee2030 Notes” and, as issued on the Issue Date, the “Original 2030 Notes”), (b) the Issuer’s 6.375% Senior Unsecured Notes due 2032 (the “2032 Notes” and, as issued on the Issue Date, the “Original 2032 Notes”; the Original 2032 Notes together with the Original 2030 Notes, the “Original Notes”) and (c) any Additional Notes (as defined herein) that may be issued (all such Notes in clauses (a), (b) and (c) being referred to collectively as the “Notes”).
Appears in 1 contract
Sources: Indenture (Alcoa Corp)
Guarantees. SECTION Section 10.01. Guarantee 66 SECTION The Guarantees 93 Section 10.02. Guaranty Unconditional 94 Section 10.03. Discharge; Reinstatement 94 Section 10.04. Waiver by the Guarantors 95 Section 10.05. Subrogation and Contribution 95 Section 10.06. Stay of Acceleration 95 Section 10.07. Limitation on Guarantor Liability 68 SECTION 10.03Amount of Guaranty 95 Section 10.08. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06of Guaranty 95 Section 10.09. Release of Subsidiary Guarantees 69 SECTION Guaranty 95 ARTICLE 11 ESCROW ARRANGEMENTS Section 11.01. Satisfaction and Discharge 70 SECTION Escrow Account 96 Section 11.02. Application of Trust Money 70 SECTION Conditions to Release 96 Section 11.03. Trustee Direction to Execute Escrow Agreement 97 ARTICLE 12 MISCELLANEOUS Section 12.01. Trust Indenture Act Controls 98 Section 12.02. Notices 71 SECTION 12.0298 Section 12.03. Communication by Holders with Other Holders 99 Section 12.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0399 Section 12.05. Statements Required in Certificate or Opinion 73 SECTION 12.0499 Section 12.06. When Notes Disregarded 100 Section 12.07. Rules by Trustee Trustee, Paying Agents and Agents 73 SECTION 12.05Registrar 100 Section 12.08. Business Days 100 Section 12.09. Governing Law/Waiver of Trial by Jury 100 Section 12.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10Recourse Against Others 101 Section 12.11. Successors 74 SECTION 12.11. Severability 74 SECTION 101 Section 12.12. Counterpart Multiple Originals 74 SECTION 101 Section 12.13. Table of Contents; Headings 75 SECTION 101 Section 12.14. Force Majeure 101 Section 12.15. U.S.A. Patriot Act 75 101 Section 12.16. FATCA 102 Appendix A—Provisions Relating to Notes EXHIBIT A-1 INDEX Exhibit A — Form of Face of Initial Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D — Form of Supplemental Indenture Related to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1, 2019, among SMITHFIELD FOODS, INC., a corporation duly organized the Assumption and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed Guarantees on the signature pages hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws Escrow Release Date Exhibit C — Form of the United States Supplemental Indenture for Future Guarantors Exhibit D — Form of America and having a corporate trust office in Atlanta, Georgia, as trustee Note Following Company’s Assumption 310 (the “Trustee”).a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.06 (b) 12.03 (c) 12.03 313 (a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 7.06; 12.02 (d) 7.06 314 (a)(1) 4.03 (a)(2) 4.03 (a)(3) 4.03; 12.02 (a)(4) 4.18 (b) N.A. (c)(1) 12.04 (c)(2) 12.04 (c)(3) N.A. (d) N.A. (e) 12.05 315 (a) 7.01 (b) 7.05 (c) 7.01 (d) 7.01 (e) 6.11 316 (a) (last sentence) 12.06 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 317 (a) (1) 6.08 (a)(2) 6.09 (b) 2.05 318 (a) 12.01
Appears in 1 contract
Sources: Indenture (Energizer Holdings, Inc.)
Guarantees. SECTION 10.01. Subsidiary Guarantee 66 SECTION 10.02. 85 Section 12.02 Limitation on Subsidiary Guarantor Liability 68 SECTION 10.03. 87 Section 12.03 Execution and Delivery 68 SECTION 10.04. 87 Section 12.04 Subrogation 69 SECTION 10.05. 88 Section 12.05 Benefits Acknowledged 69 SECTION 10.06. 88 Section 12.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 88 Section 12.07 Parent Guarantee 89 Section 13.01 Satisfaction and Discharge 70 SECTION 11.02. 91 Section 13.02 Application of Trust Money 70 SECTION 12.01. 92 Section 14.01 Trust Indenture Act Controls 92 Section 14.02 Notices 71 SECTION 12.02. 92 Section 14.03 Communication by Holders of Notes with Other Holders of Notes 94 Section 14.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 94 Section 14.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 94 Section 14.06 Rules by Trustee and Agents 73 SECTION 12.05. 94 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 95 Section 14.08 Governing Law 74 SECTION 12.07. 95 Section 14.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 95 Section 14.10 Force Majeure 95 Section 14.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 95 Section 14.12 Successors 74 SECTION 12.11. 95 Section 14.13 Severability 74 SECTION 12.12. 96 Section 14.14 Counterpart Originals 74 SECTION 12.13. 96 Section 14.15 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 96 Section 14.16 Qualification of Fourth Supplemental Indenture 96 Section 14.17 USA Patriot Act 75 EXHIBIT A-1 96 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary to Subsequent Guarantors SUPPLEMENTAL INDENTURE NO. 4 (this the “Fourth Supplemental Indenture”), dated as of April 1February 16, 20192012, among SMITHFIELD FOODS, INC.HCA Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), HCA Holdings, Inc. (the “Parent Guarantor”), the Subsidiary Guarantors other guarantors listed on the signature pages in Schedule I hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “TrusteeSubsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
Appears in 1 contract
Guarantees. SECTION 10.011301. Guarantee 66 Guarantees 82 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.031302. Execution and Delivery 68 of Guarantees 84 SECTION 10.041303. Subrogation 69 Subordination of Guarantees 84 SECTION 10.051304. Benefits Acknowledged 69 Limitation of Guarantor’s Liability 84 SECTION 10.061401. Release Applicability of Subsidiary Guarantees 69 Article 85 SECTION 11.011402. Satisfaction Repayment of Securities 85 SECTION 1403. Exercise of Option 85 SECTION 1404. When Securities Presented for Repayment Become Due and Payable 85 SECTION 1405. Securities Repaid in Part 86 Table Of Contents SECTION 1501. Company’s Option to Effect Defeasance or Covenant Defeasance 87 SECTION 1502. Defeasance and Discharge 70 87 SECTION 11.021503. Application Covenant Defeasance 88 SECTION 1504. Conditions to Defeasance or Covenant Defeasance 88 SECTION 1505. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions 90 SECTION 1506. Reinstatement 91 SECTION 1601. Purposes for Which Meetings May Be Called 91 SECTION 1602. Call, Notice and Place of Trust Money 70 Meetings 91 SECTION 12.011603. Persons Entitled to Vote at Meetings 92 SECTION 1604. Quorum; Action 92 SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of Meetings 93 SECTION 1606. Counting Votes and Recording Action of Meetings 94 SECTION 1701. Agreement to Subordinate 94 SECTION 1702. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 94 SECTION 1703. No Payment on Securities in Event of Default on Senior Indebtedness 96 SECTION 1704. Payments on Securities Permitted 97 SECTION 1705. Authorization of Holders to Trustee to Effect Subordination 97 SECTION 1706. Notices 71 to Trustee 97 SECTION 12.021707. Certificate and Opinion Trustee as to Conditions Precedent 73 Holder of Senior Indebtedness 98 SECTION 12.031708. Statements Required in Certificate Modifications of Terms of Senior Indebtedness 98 SECTION 1709. Reliance on Judicial Order or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer Liquidating Agent 98 ACKNOWLEDGMENTS EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)A - FORMS OF CERTIFICATION Table Of Contents INDENTURE, dated as of April 1[●], 2019, among SMITHFIELD FOODS, INC.between CBS CORPORATION, a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Associationhaving its principal office at 5▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, CBS OPERATIONS INC., a national Delaware corporation (the “Guarantor”), having its principal office at 5▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and THE BANK OF NEW YORK MELLON, a New York banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiacorporation, as trustee Trustee (the “Trustee”), having its Corporate Trust Office at 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10286. The Company deems it necessary to issue from time to time senior subordinated debt securities (the “Securities”) evidencing its unsecured and subordinated indebtedness, which may or may not be convertible into or exchangeable for any securities of any Person (including the Company) and which may or may not be guaranteed by the Guarantor, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, to be issued in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at such times and to have such other provisions as provided in this Indenture. The Guarantor desires with respect to Securities of certain series issued under this Indenture to make the Guarantees provided for herein. This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”), that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.
Appears in 1 contract
Sources: Senior Subordinated Indenture (CBS Operations Inc.)
Guarantees. SECTION 10.01Section 17.01. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.0372 Section 17.02. Execution and Delivery 68 SECTION 10.04of Guarantee 73 Section 17.03. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release Limitation of Subsidiary Guarantees 69 SECTION 11.01Guarantor’s Liability 74 Section 17.04. Satisfaction and Discharge 70 SECTION 11.02Contribution 74 Section 17.05. Application of Trust Money 70 SECTION 12.01Rights Under the Guarantee 74 Section 17.06. Notices 71 SECTION 12.02Primary Obligations 75 Section 17.07. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03Waivers 75 Section 17.08. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05Releases 75 Section 17.09. No Personal Liability Election 75 Section 17.10. Financial Condition of Directorsthe Company 76 Section 17.11. Consolidation, OfficersMerger, Employees and Stockholders 73 SECTION 12.06Etc., Only on Certain Terms 76 Section 18.01. Provisions Binding on Company’s Successors 77 Section 18.02. Official Acts by Successor Corporation 77 Section 18.03. Addresses for Notices, Etc 77 Section 18.04. Governing Law 74 SECTION 12.0777 Section 18.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 78 Section 18.06. Legal Holidays 78 Section 18.07. No Security Interest Created 78 Section 18.08. Benefits of Indenture 78 Section 18.09. Table of Contents, Headings, Etc 78 Section 18.10. Authenticating Agent 78 Section 18.11. Execution in Counterparts 79 Section 18.12. Severability 80 Section 18.13. Waiver of Jury Trial 74 SECTION 12.0880 Section 18.14. Appointment Force Majeure 80 EXHIBITS Exhibit A Form of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate Notice of Transfer EXHIBIT Conversion B-1 Exhibit C Form of Certificate of Exchange EXHIBIT Fundamental Change Repurchase Notice C-1 Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors Assignment and Transfer D-1 Exhibit E Form of Joinder Agreement E-1 INDENTURE (this “Indenture”), dated as of April 120, 2019, 2010 among SMITHFIELD FOODS, INC.MGM MIRAGE, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware corporation, as issuer (the “Company”), the Subsidiary Guarantors listed on party hereto, as guarantors (the signature pages hereto “Subsidiary Guarantors”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (MGM Mirage)
Guarantees. SECTION 10.01. Section 12.01 Guarantee 66 SECTION 10.02. 95 Section 12.02 Limitation on Guarantor Liability 68 SECTION 10.03. 96 Section 12.03 Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. of Guarantee 96 Section 12.04 Guarantors May Consolidate, etc., on Certain Terms 97 Section 12.05 Releases 98 Section 13.01 Security Documents 98 Section 13.02 Collateral Agent 99 Section 13.03 Authorization of Actions to Be Taken 100 Section 13.04 Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction Liens 101 Section 13.05 Filing, Recording and Discharge 70 SECTION 11.02. Application Opinions 102 Section 13.06 Powers Exercisable by Receiver or Trustee 103 Section 13.07 Release Upon Termination of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment the Company’s Obligations 103 Section 13.08 Designations 103 Section 13.09 Relative Rights 104 Exhibit A Form of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT B-1 Exhibit C Form of Certificate of Exchange EXHIBIT C-1 Exhibit D Form of Certificate from Acquiring Institutional Accredited Investor D-1 Exhibit E Form of Notation of Guarantee E-1 Exhibit F Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors F-1 INDENTURE (this “Indenture”), dated as of April 1__________ ____, 20192009 among Energy XXI Gulf Coast, among SMITHFIELD FOODS, INC.Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”)Delaware corporation, the Subsidiary Guarantors listed on the signature pages hereto (as defined herein) and U.S. Bank National Association, a national banking association duly organized Wilmington Trust FSB and existing under the laws of the United States of America any and having a corporate trust office in Atlanta, Georgiaall successors thereto, as trustee Trustee (the “Trustee”).. The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 16% Second Lien Junior Secured Notes due 2014, Series A (the “Series A Notes”) and the 16% Second Lien Junior Secured Notes due 2014, Series B (the “Series B Notes” and, together with the Series A Notes, the “Notes”):
Appears in 1 contract
Guarantees. SECTION 10.01. Section 11.01 Guarantee 66 SECTION 10.02. 126 Section 11.02 Limitation on Guarantor Liability 68 SECTION 10.03. 127 Section 11.03 Execution and Delivery 68 SECTION 10.04. 128 Section 11.04 Subrogation 69 SECTION 10.05. 128 Section 11.05 Benefits Acknowledged 69 SECTION 10.06. 128 Section 11.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 128 Section 12.01 Agreement to Subordinate 129 Section 12.02 Liquidation, Dissolution, Bankruptcy 129 Section 12.03 Default on Senior Indebtedness of a Guarantor 130 Section 12.04 Acceleration of Payment of Notes 131 Section 12.05 When Distribution Must Be Paid Over 131 Section 12.06 Subrogation 131 Section 12.07 Relative Rights 131 Section 12.08 Subordination May Not Be Impaired by a Guarantor 131 Section 12.09 Rights of Trustee and Paying Agent 132 Section 12.10 Distribution or Notice to Representative 132 Section 12.11 Article XII Not To Prevent Events of Default or Limit Right To Demand Payment 132 Section 12.12 Trust Moneys Not Subordinated 132 Section 12.13 Trustee Entitled To Rely 132 Section 12.14 Trustee to Effectuate Subordination 133 Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors 133 Section 12.16 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions 133 Section 13.01 Satisfaction and Discharge 70 SECTION 11.02. 134 Section 13.02 Application of Trust Money 70 SECTION 12.01. 135 Section 14.01 Trust Indenture Act Controls 135 Section 14.02 Notices 71 SECTION 12.02. 135 Section 14.03 Communication by Holders of Notes with Other Holders of Notes 136 Section 14.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 137 Section 14.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 137 Section 14.06 Rules by Trustee and Agents 73 SECTION 12.05. 137 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 137 Section 14.08 Governing Law 74 SECTION 12.07. Law; Jurisdiction 138 Section 14.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 138 Section 14.10 Force Majeure 138 Section 14.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 139 Section 14.12 Successors 74 SECTION 12.11. 139 Section 14.13 Severability 74 SECTION 12.12. 139 Section 14.14 Counterpart Originals 74 SECTION 12.13. 139 Section 14.15 Table of Contents, Headings, etc 139 Section 14.16 Qualification of Indenture 139 Section 14.17 Currency of Account; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Conversion of Currency; Foreign Exchange Restrictions 139 Section 14.18 Consent to Jurisdiction and Service 141 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1May 4, 20192016, among SMITHFIELD FOODSClaire’s Stores, INC.Inc., a Florida corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), the Subsidiary Guarantors listed on the signature pages hereto (as defined below) and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee Trustee (the “Trustee”).
Appears in 1 contract
Sources: Senior Subordinated Notes Indenture (Claires Stores Inc)
Guarantees. SECTION 10.01. 13.01 Guarantee 66 106 SECTION 10.02. 13.02 Limitation on Guarantor Liability 68 107 SECTION 10.03. 13.03 Execution and Delivery 68 108 SECTION 10.04. 13.04 Subrogation 69 108 SECTION 10.05. 13.05 Benefits Acknowledged 69 108 SECTION 10.06. 13.06 Release of Subsidiary Guarantees 69 108 SECTION 11.01. 14.01 Satisfaction and Discharge 70 109 SECTION 11.02. 14.02 Application of Trust Money 70 110 SECTION 12.01. 15.01 Notices 71 110 SECTION 12.02. 15.02 Business Days 112 SECTION 15.03 Communication by Holders of Notes with Other Holders of Notes 112 SECTION 15.04 Certificate and Opinion as to Conditions Precedent 73 112 SECTION 12.03. 15.05 Statements Required in Certificate or Opinion 73 112 SECTION 12.04. 15.06 Rules by Trustee and Agents 73 113 SECTION 12.05. 15.07 No Personal Liability of DirectorsIncorporators, Stockholders, Officers, Directors, Employees and Stockholders 73 or Controlling Persons 113 SECTION 12.06. 15.08 Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 113 SECTION 12.0815.09 Force Majeure 113 SECTION 15.10 Successors 114 SECTION 15.11 Severability 114 SECTION 15.12 Counterpart Originals 114 SECTION 15.13 Table of Contents, Headings, Etc. Appointment of Note Registrar and Paying Agent 74 114 SECTION 12.09. 15.14 USA Patriot Act 114 SECTION 15.15 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT 115 EXHIBITS Exhibit A-1 Form of Face of Note EXHIBIT Exhibit A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit B-1 Form of Certificate from Acquiring Institutional Accredited Investor Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1December 11, 20192013, among SMITHFIELD FOODS, INC.Wise Metals Group LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), Wise Alloys Finance Corporation, a Delaware corporation (“Wise Finance” and, together with the Subsidiary Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank hereto, ▇▇▇▇▇ Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaAmerica, as trustee (Trustee, and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association duly organized and existing under the “Trustee”)laws of the United States of America, as Collateral Agent.
Appears in 1 contract
Sources: Indenture (Constellium N.V.)
Guarantees. SECTION 10.01Section 13.01. Guarantee 66 SECTION 10.02The Guarantees 79 Section 13.02. Guarantees Unconditional 79 Section 13.03. Discharge; Reinstatement 80 Section 13.04. Waiver by the Subsidiary Guarantors 80 Section 13.05. Subrogation and Contribution 80 Section 13.06. Stay of Acceleration 80 Section 13.07. Limitation on Guarantor Liability 68 SECTION 10.03Amount of Guarantees 81 Section 13.08. Execution and Delivery 68 SECTION 10.04of Guarantee 81 Section 14.01. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01Indenture Act Controls 81 Section 14.02. Notices 71 SECTION 12.0281 Section 14.03. Communications by Holders with Other Holders 82 Section 14.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0382 Section 14.05. Statements Required in Certificate Record Date for Vote or Opinion 73 SECTION 12.04Consent of Holders 83 Section 14.06. Rules by Trustee Trustee, Paying Agent, Registrar and Agents 73 SECTION 12.05Conversion Agent 83 Section 14.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Legal Holidays 83 Section 14.08. Governing Law 74 SECTION 12.07. Waiver of Law; Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09Waiver 83 Section 14.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1083 Section 14.10. No Recourse against Others 83 Section 14.11. Successors 74 SECTION 12.1183 Section 14.12. Severability 74 SECTION 12.12Multiple Counterparts 83 Section 14.13. Counterpart Originals 74 SECTION 12.13Separability 84 Section 14.14. Calculations in Respect of the Securities 84 Section 14.15. Table of Contents; Headings 75 SECTION 12.14, Headings, Etc. U.S.A. Patriot Act 75 EXHIBIT A-1 84 Exhibit A Form of Face of Note EXHIBIT A-2 Note: - Assignment Form - Form of Face Conversion Notice - Form of Regulation S Temporary Note EXHIBIT B Fundamental Change Purchase Notice - Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)upon Exchange or Registration of Transfer of Restricted Securities Exhibit B Table showing the Increase in Conversion Rate in connection with a Make-Whole Fundamental Change THIS INDENTURE, dated as of April 1July 30, 20192007, among SMITHFIELD FOODS, is between EVERGREEN ENERGY INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), EVERGREEN OPERATIONS, LLC, a Delaware limited liability company, KFx PLANT, LLC, a Wyoming limited liability company, KFx OPERATIONS, LLC, a Wyoming limited liability company, LANDRICA DEVELOPMENT COMPANY, a South Dakota corporation, BUCKEYE INDUSTRIAL MINING CO., an Ohio corporation (the “Subsidiary Guarantors listed on the signature pages hereto Guarantors”) and U.S. Bank National AssociationBANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (in such capacity and not in its individual capacity, the “Trustee”). In consideration of the premises and the purchase of the Securities by the Holders thereof, the parties hereto agree as follows for the equal and ratable benefit of the Holders.
Appears in 1 contract
Sources: Indenture (Evergreen Energy Inc)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 121 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 123 Section 10.03 Execution and Delivery 68 SECTION 10.04. 123 Section 10.04 Subrogation 69 SECTION 10.05. 123 Section 10.05 Benefits Acknowledged 69 SECTION 10.06. 124 Section 10.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 124 ARTICLE XI SATISFACTION AND DISCHARGE Section 11.01 Satisfaction and Discharge 70 SECTION 11.02. 124 Section 11.02 Application of Trust Money 70 SECTION 12.01. 125 ARTICLE XII COLLATERAL Section 12.01 Security Documents 126 Section 12.02 Notes Collateral Agent 126 Section 12.03 Authorization of Actions to Be Taken 127 Section 12.04 Release of Collateral 128 Section 12.05 Powers Exercisable by Receiver or Trustee 129 Section 12.06 Filing, Recording and Opinions 129 Section 12.07 Lien Sharing and Priority Confirmation 129 ARTICLE XIII MISCELLANEOUS Section 13.01 Trust Indenture Act Controls 130 Section 13.02 Notices 71 SECTION 12.02. 130 Section 13.03 Communication by Holders of Notes with Other Holders of Notes 131 Section 13.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 132 Section 13.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 132 Section 13.06 Rules by Trustee and Agents 73 SECTION 12.05. 132 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 132 Section 13.08 Governing Law 74 SECTION 12.07. 133 Section 13.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 133 Section 13.10 Force Majeure 133 Section 13.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 133 Section 13.12 Successors 74 SECTION 12.11. 133 Section 13.13 Severability 74 SECTION 12.12. 133 Section 13.14 Counterpart Originals 74 SECTION 12.13. 133 Section 13.15 Table of Contents; Headings 75 SECTION 12.14, Headings, Etc. U.S.A. Patriot Act 75 EXHIBIT A-1 133 Section 13.16 Qualification of Indenture 134 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)Exhibit E Post-Closing Obligations INDENTURE, dated as of April 1November 24, 20192015, among SMITHFIELD FOODS, INC.PBF Holding Company LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), PBF Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Subsidiary Company, the “Issuers”), the Guarantors listed on the signature pages hereto and U.S. Bank (as defined herein), Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), registrar (the “Registrar”), transfer agent (the “Transfer Agent”), authenticating agent (the “Authenticating Agent”) and collateral agent (the “Notes Collateral Agent”).
Appears in 1 contract
Sources: Indenture (PBF Energy Inc.)
Guarantees. SECTION 10.01. Section 10.01 Guarantee 66 SECTION 10.02. 67 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. Section 10.03 Execution and Delivery of Guarantee 68 SECTION 10.04. Subrogation Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 68 Section 10.05 Releases 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release Section 11.01 Conversion Privilege 70 Section 11.02 Conversion Procedure; Settlement Upon Conversion 70 Section 11.03 Adjustment of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction Conversion Rate 72 Section 11.04 Adjustments Upon Certain Fundamental Changes 78 Section 11.05 Adjustments of Prices 80 Section 11.06 Shares to Be Fully Paid 80 Section 11.07 Effect of Recapitalizations, Reclassifications and Discharge 70 SECTION 11.02. Application Changes of the Common Stock 81 Section 11.08 Certain Covenants 82 Section 11.09 Responsibility of Trustee 83 Section 11.10 Notice to Holders Prior to Certain Actions 83 Section 11.11 Stockholder Rights Plans 84 Section 11.12 Limit on Issuance of Shares of Common Stock Upon Conversion 84 Section 12.01 Trust Money 70 SECTION 12.01. Indenture Act Controls 84 Section 12.02 Notices 71 SECTION 12.02. 84 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 86 Section 12.04 Internal Revenue Service Forms; Withholding 86 Section 12.05 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 86 Section 12.06 Statements Required in Certificate or Opinion 73 SECTION 12.04. 86 Section 12.07 Rules by Trustee and Agents 73 SECTION 12.05. 87 Section 12.08 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 87 Section 12.09 Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 87 Section 12.10 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 87 Section 12.11 Successors 74 SECTION 12.11. 87 Section 12.12 Severability 74 SECTION 12.12. 87 Section 12.13 Counterpart Originals 74 SECTION 12.13. 87 Section 12.14 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. Patriot Act 75 EXHIBIT A-1 Form 88 Section 12.15 Legal Holidays 88 Exhibit A FORM OF NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE Exhibit G FORM OF NOTICE OF CONVERSION NOTE: This Table of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture Contents shall not, for any purpose, be deemed to be Delivered by Subsidiary Guarantors INDENTURE (part of this “Indenture”). INDENTURE, dated as of April 1October 22, 2019, 2012 among SMITHFIELD FOODS, INC.ZaZa Energy Corporation, a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (as defined herein) and U.S. Bank Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America any and having a corporate trust office in Atlanta, Georgiaall successors thereto, as trustee (in such capacity, the “Trustee”).. The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 9.00% Convertible Senior Notes due 2017 (the “Notes”):
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
Appears in 1 contract
Sources: Indenture (ZaZa Energy Corp)
Guarantees. SECTION 10.01. Section 13.01 Guarantee 66 SECTION 10.02. 99 Section 13.02 Limitation on Guarantor Liability 68 SECTION 10.03. 101 Section 13.03 Execution and Delivery 68 SECTION 10.04. 101 Section 13.04 Subrogation 69 SECTION 10.05. 101 Section 13.05 Benefits Acknowledged 69 SECTION 10.06. 102 Section 13.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 102 Section 14.01 Satisfaction and Discharge 70 SECTION 11.02. 102 Section 14.02 Application of Trust Money 70 SECTION 12.01. 103 Section 15.01 Trust Indenture Act Controls 104 Section 15.02 Notices 71 SECTION 12.02. 104 Section 15.03 Communication by Holders of Notes with Other Holders of Notes 105 Section 15.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 105 Section 15.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 105 Section 15.06 Rules by Trustee and Agents 73 SECTION 12.05. 106 Section 15.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 106 Section 15.08 Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 106 Section 15.09 Force Majeure 106 Section 15.10 Successors 74 SECTION 12.11. 106 Section 15.11 Severability 74 SECTION 12.12. 106 Section 15.12 Counterpart Originals 74 SECTION 12.13. 106 Section 15.13 Table of Contents; Headings 75 SECTION 12.14, Headings, Etc. U.S.A. 107 Section 15.14 Qualification of Indenture 107 Section 15.15 USA Patriot Act 75 EXHIBIT A-1 107 Schedule I Guarantors EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit B-1 Form of Certificate for Acquiring Institutional Accredited Investor Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1October 9, 20192009, among SMITHFIELD FOODS, INC.Tops Holding Corporation, a Delaware corporation (the “Company”), Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto, U.S. Bank National Association, a national banking association duly organized and existing under the laws of the Commonwealth United States of Virginia (the “Company”)America, the Subsidiary Guarantors listed on the signature pages hereto as Trustee and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaAmerica, as trustee (the “Trustee”)Collateral Agent.
Appears in 1 contract
Sources: Indenture (Tops PT, LLC)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 92 SECTION 10.02. Limitation on Guarantor Liability 68 93 SECTION 10.03. Execution Successors and Delivery 68 Assigns 94 SECTION 10.04. Subrogation 69 No Waiver 94 SECTION 10.05. Benefits Acknowledged 69 Modification 94 SECTION 10.06. [Intentionally Omitted] 94 SECTION 10.07. Release of Subsidiary Guarantees 69 Guarantor 94 SECTION 10.08. Contribution 95 SECTION 11.01. Satisfaction and Discharge 70 Notices 95 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 97 SECTION 12.0311.03. Statements Required in Certificate or Opinion 73 98 SECTION 12.0411.04. Rules by Trustee and Agents 73 98 SECTION 12.0511.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 98 SECTION 12.0611.06. Governing Law 74 98 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.07. No Adverse Interpretation of Other Agreements 74 99 SECTION 12.1011.08. Successors 74 99 SECTION 12.1111.09. Severability 74 99 SECTION 12.1211.10. Counterpart Originals 74 99 SECTION 12.1311.11. Table of Contents; Headings 75 , Headings, etc 99 SECTION 12.1411.12. U.S.A. Patriot Act 75 EXHIBIT A-1 Form Waiver of Face Trial by Jury 99 SECTION 11.13. Agreement to Provide Certain Tax-Related Information to the Trustee 99 SECTION 11.14. Submission to Jurisdiction 100 SECTION 11.15. Designated Senior Debt 100 SECTION 11.16. Intercreditor Agreement Controls 100 SECTION 11.17. OFAC 100 SECTION 12.01. The Notes Collateral Agents 101 SECTION 12.02. Acceptance of Note EXHIBIT A-2 Form Security Documents 105 SECTION 12.03. Further Assurances 105 SECTION 12.04. After-Acquired Property 106 SECTION 12.05. Mortgages 106 SECTION 12.06. Post-Closing Obligations 107 SECTION 12.07. Release 107 SECTION 12.08. Enforcement of Face of Remedies 108 SECTION 12.09. Compensation and Indemnification 109 RULE 144A/REGULATION S APPENDIX Exhibit A to the Rule 144A/Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors Appendix FORM OF NOTE INDENTURE (this “Indenture”), dated as of April 1November 28, 20192023, among SMITHFIELD FOODS, INC.TransDigm Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. (as herein defined), The Bank National Associationof New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”)., and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”). The Company, Holdings, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as herein defined):
Appears in 1 contract
Sources: Indenture (TransDigm Group INC)
Guarantees. SECTION Section 10.01. The Guarantees 88 Section 10.02. Guarantee 66 SECTION 10.02Unconditional 89 Section 10.03. Discharge; Reinstatement 90 Section 10.04. Waiver by the Guarantors 90 Section 10.05. Subrogation and Contribution 90 Section 10.06. Stay of Acceleration 90 Section 10.07. Limitation on Guarantor Liability 68 SECTION 10.03Amount of Guarantee 90 Section 10.08. Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06of Guarantee 90 Section 10.09. Release of Subsidiary Guarantees 69 SECTION Guarantee 91 MISCELLANEOUS Section 11.01. Satisfaction and Discharge 70 SECTION [Reserved.] 91 Section 11.02. Application of Trust Money 70 SECTION 12.01Noteholder Communications; Noteholder Actions 92 Section 11.03. Notices 71 SECTION 12.0292 Section 11.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0394 Section 11.05. Statements Required in Certificate or Opinion 73 SECTION 12.0494 Section 11.06. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Payment Date Other Than a Business Day 95 Section 11.07. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0995 Section 11.08. No Adverse Interpretation of Other Agreements 74 SECTION 12.1095 Section 11.09. Successors 74 SECTION 12.1195 Section 11.10. Severability 74 SECTION 12.12Duplicate Originals 95 Section 11.11. Counterpart Originals 74 SECTION 12.13Separability 96 Section 11.12. Table of Contents; Contents and Headings 75 SECTION 12.1496 Section 11.13. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders 96 Section 11.14. U.S.A. Patriot Act 75 96 Section 11.15. Waiver of Jury Trial 96 Section 11.16. Submission to Jurisdiction 96 Section 11.17. Calculations 97 Section 11.18. Foreign Account Tax Act Compliance (FATCA) 97 EXHIBITS EXHIBIT A-1 A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Supplemental Indenture EXHIBIT C Restricted Legend EXHIBIT D DTC Legend EXHIBIT E Regulation S Certificate EXHIBIT F Rule 144A Certificate EXHIBIT G Institutional Accredited Investor Certificate EXHIBIT H Certificate of Transfer Beneficial Ownership EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)I Offshore Global Note Legend INDENTURE, dated as of April 1August 12, 20192024, among SMITHFIELD FOODSbetween ENOVA INTERNATIONAL, INC., a corporation duly organized and existing under Delaware corporation, as the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages party hereto and U.S. Bank National AssociationCOMPUTERSHARE TRUST COMPANY, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, GeorgiaN.A., as trustee (the “Trustee”).
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 119 SECTION 10.02. Limitation on Guarantor Liability 68 121 SECTION 10.03. Execution Successors and Delivery 68 Assigns 122 SECTION 10.04. Subrogation 69 No Waiver 122 SECTION 10.05. Benefits Acknowledged 69 Modification 123 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 123 SECTION 10.07. Non-Impairment 123 SECTION 11.01. Satisfaction and Discharge 70 Security Interest 123 SECTION 11.02. Application Lien Sharing and Priority Confirmation 124 SECTION 11.03. Release of Trust Money 70 Collateral 124 SECTION 11.04. Amendment of Security Documents 125 SECTION 11.05. Limitation of Duty of Trustee in Respect of Collateral 126 SECTION 12.01. Notices 71 [Reserved.] 127 SECTION 12.02. Notices 127 SECTION 12.03. Communication by the Holders with Other Holders 128 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 128 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 128 SECTION 12.0412.06. When Notes Disregarded 129 SECTION 12.07. Rules by Trustee Trustee, Paying Agent and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 Registrar 129 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 Legal Holidays 129 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 USA PATRIOT Act 129 SECTION 12.10. Successors 74 GOVERNING LAW AND WAIVER OF JURY TRIAL 129 SECTION 12.11. Severability 74 No Recourse Against Others 129 SECTION 12.12. Counterpart Originals 74 Successors 130 SECTION 12.13. Multiple Originals 130 SECTION 12.14. Table of Contents; Headings 75 130 SECTION 12.1412.15. U.S.A. Patriot Act 75 Indenture Controls 130 SECTION 12.16. Severability 130 SECTION 12.17. Jurisdiction 130 SECTION 12.18. Immunity 130 SECTION 12.19. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 131 SECTION 12.20. Force Majeure 132 Appendix A – Provisions Relating to the Notes EXHIBIT A-1 INDEX Exhibit A – Form of Face of Note EXHIBIT A-2 Exhibit B – [RESERVED] Exhibit C – Form of Face Transferee Letter of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT Representation Exhibit D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of April 1June 30, 2019, 2016 among SMITHFIELD FOODS, INC.INTELSAT ▇▇▇▇▇▇▇ HOLDINGS S.A., a corporation duly organized and société anonyme existing under the laws of the Commonwealth of Virginia Luxembourg (the “CompanyIssuer”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National AssociationINTELSAT (LUXEMBOURG) S.A., a national banking association duly organized and société anonyme existing under the laws of Luxembourg (“Intelsat Luxembourg” or the United States of America “Parent Guarantor”), the subsidiary guarantors named herein (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), and having WILMINGTON TRUST, NATIONAL ASSOCIATION, a corporate trust office in Atlanta, Georgianational banking association, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of (a) $490,000,000 aggregate principal amount of 9.50% Senior Secured Notes due 2022 (the “Original Notes”) issued on the date hereof and (b) any Additional Notes (as defined herein) that may be issued after the date hereof, in each case in the form of Exhibit A (together with the Original Notes, the “Notes”). Subject to the conditions and compliance with the covenants set forth herein, the Issuer may issue an unlimited aggregate principal amount of Additional Notes.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Guarantees. SECTION 10.01. 10.01 Guarantee 66 38 ARTICLE 11 MISCELLANEOUS SECTION 10.02. Limitation on Guarantor Liability 68 11.01 Trust Indenture Act Controls 38 SECTION 10.03. Execution and Delivery 68 11.02 Notices 39 SECTION 10.04. Subrogation 69 11.03 Communication by Holders With Other Holders 39 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. 11.04 Certificate and Opinion as to Conditions Precedent 73 40 SECTION 12.03. 11.05 Statements Required in Certificate or Opinion 73 40 SECTION 12.04. 11.06 Rules by Trustee and Agents 73 40 SECTION 12.05. 11.07 Legal Holidays 40 SECTION 11.08 No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 41 SECTION 12.06. 11.09 Counterparts 41 SECTION 11.10 Governing Law 74 41 SECTION 12.07. 11.11 Submission to Jurisdiction; Service of Process; Waiver of Jury Trial 74 41 SECTION 12.08. Appointment 11.12 Severability 42 SECTION 11.13 Effect of Note Registrar Headings, Table of Contents, Etc 42 SECTION 11.14 Successors and Paying Agent 74 Assigns 42 SECTION 12.09. 11.15 No Adverse Interpretation of Other Agreements 74 42 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. 11.16 U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors 42 SECTION 11.17 Force Majeure 42 INDENTURE (this “Indenture”), dated as of April 1, 2019, by and among SMITHFIELD FOODS, INC.Meritage Homes Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Maryland corporation, (the “CompanyIssuer”), the Subsidiary Guarantors guarantors listed on Schedule 1 hereto (herein called the signature pages hereto “Guarantors”) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee Trustee (the “Trustee”).. The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of each series of the Securities:
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 138 SECTION 10.02. Limitation on Guarantor Liability 68 139 SECTION 10.03. Execution and Delivery 68 139 SECTION 10.04. Subrogation 69 140 SECTION 10.05. Benefits Acknowledged 69 140 SECTION 10.06. Release of Subsidiary Note Guarantees 69 140 SECTION 10.07. Effectiveness of Guarantees 141 SECTION 11.01. Satisfaction and Discharge 70 141 SECTION 11.02. Application of Trust Money 70 142 SECTION 12.0113.01. Notices 71 142 SECTION 12.0213.02. Communication by Holders with Other Holders 144 SECTION 13.03. Certificate and Opinion as to Conditions Precedent 73 144 SECTION 12.0313.04. Statements Required in Certificate or Opinion 73 144 SECTION 12.0413.05. Rules by Trustee and Agents 73 144 SECTION 12.0513.06. No Personal Liability of Directors, Managers, Officers, Employees and Stockholders 73 144 SECTION 12.0613.07. Governing Law 74 Law; Jurisdiction 145 SECTION 12.0713.08. Waiver of Jury Trial 74 145 SECTION 12.0813.09. Appointment of Note Registrar and Paying Agent 74 Force Majeure 145 SECTION 12.0913.10. No Adverse Interpretation of Other Agreements 74 145 SECTION 12.1013.11. Successors 74 145 SECTION 12.1113.12. Severability 74 145 SECTION 12.1213.13. Counterpart Originals 74 146 SECTION 12.1313.14. Table of Contents; Headings 75 , Headings, etc. 146 SECTION 12.1413.15. U.S.A. Patriot USA PATRIOT Act 75 EXHIBIT A-1 146 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)INDENTURE, dated as of April 1November 30, 20192021, by and among SMITHFIELD FOODSCovert Mergeco, INC.Inc. (“Merger Sub”), Covanta Holding Corporation, a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyCovanta”), the Subsidiary Guarantors listed on the signature pages (as defined herein) from time to time party hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (in such capacity, the “Trustee”). As used herein, the term “Issuer” shall refer to, (i) prior to the consummation of the Merger (as defined herein), Merger Sub and not any of its Subsidiaries and (ii) from and after the consummation of the Merger, Covanta and not any of its Subsidiaries.
Appears in 1 contract
Sources: Indenture (Covanta Holding Corp)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 87 SECTION 10.02. Limitation on Guarantor Liability 68 89 SECTION 10.03. Execution Successors and Delivery 68 Assigns 89 SECTION 10.04. Subrogation 69 No Waiver 89 SECTION 10.05. Benefits Acknowledged 69 Modification 89 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors 90 SECTION 10.07. Non-Impairment 90 SECTION 10.08. Release of a Subsidiary Guarantees 69 Guarantor 90 SECTION 11.01. Satisfaction and Discharge 70 Security Documents 91 SECTION 11.02. Application Releases of Trust Money 70 Collateral 92 SECTION 11.03. Suits to Protect the Collateral 93 SECTION 11.04. Authorization of Receipt of Funds by the Trustee Under the Security Documents 93 SECTION 11.05. Purchaser Protected 93 SECTION 11.06. Powers Exercisable by Receiver or Trustee 93 SECTION 11.07. Release Upon Termination of the Company’s Obligations 94 SECTION 11.08. Notes Collateral Agent 94 SECTION 12.01. Notices 71 [Reserved] 101 SECTION 12.02. Notices 101 SECTION 12.03. Communication by the Holders with Other Holders 102 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 102 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 102 SECTION 12.0412.06. When Securities Disregarded 102 SECTION 12.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 103 SECTION 12.0512.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 103 SECTION 12.0612.09. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 103 SECTION 12.10. Successors 74 No Recourse Against Others 103 SECTION 12.11. Severability 74 Successors 103 SECTION 12.12. Counterpart Multiple Originals 74 103 SECTION 12.13. Table of Contents; Headings 75 103 SECTION 12.14. U.S.A. Patriot Act 75 Indenture Controls 103 SECTION 12.15. Severability 103 SECTION 12.16. Waiver of Jury Trial 104 Appendix A – Provisions Relating to Securities EXHIBIT A-1 INDEX Exhibit A – Form of Face of Note EXHIBIT A-2 Security A-1 Exhibit B – Form of Face Transferee Letter of Regulation S Temporary Note EXHIBIT B Form of Certificate of Transfer EXHIBIT Representation B-1 Exhibit C Form of Certificate of Exchange EXHIBIT D – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)C-1 INDENTURE, dated as of April 1June 25, 20192018, among SMITHFIELD FOODSALBERTSONS COMPANIES, INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto from time to time party hereto, and U.S. Bank National AssociationWILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Notes Collateral Agent”).
Appears in 1 contract
Guarantees. SECTION 10.01Section 10.01 Guarantee. Guarantee 66 SECTION 10.02. 99 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03Liability. 100 Section 10.03 Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01Guarantee. 100 Section 10.04 Releases. 101 ARTICLE 11SATISFACTION AND DISCHARGE Section 11.01 Satisfaction and Discharge 70 SECTION 11.02Discharge. 102 Section 11.02 Application of Trust Money 70 SECTION 12.01Money. Notices 71 SECTION 12.02103 ARTICLE 12MISCELLANEOUS Section 12.01 [Reserved] 103 Section 12.02 Notices. 103 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 105 Section 12.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03Precedent. 105 Section 12.05 Statements Required in Certificate or Opinion 73 SECTION 12.04Opinion. 105 Section 12.06 Rules by Trustee and Agents 73 SECTION 12.05Agents. 105 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Shareholders. 105 Section 12.08 Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 SECTION 12.08Trial. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 106 Section 12.09 No Adverse Interpretation of Other Agreements 74 SECTION 12.10Agreements. Successors 74 SECTION 12.11106 Section 12.10 Successors. Severability 74 SECTION 12.12106 Section 12.11 Severability. 106 Section 12.12 Counterpart Originals 74 SECTION 12.13Originals, Electronic Signatures. 106 Section 12.13 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 107 Section 12.14 U.S.A Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Act. 107 Exhibit A FORM OF NOTE Exhibit B Form of Certificate of Transfer EXHIBIT FORM OF CERTIFICATE OF TRANSFER Exhibit C Form of Certificate of Exchange EXHIBIT FORM OF CERTIFICATE OF EXCHANGE Exhibit D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), INDENTURE dated as of April 1March 10, 20192021 among Post Holdings, among SMITHFIELD FOODS, INC.Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”)Missouri corporation, the Subsidiary Guarantors listed on the signature pages hereto (as defined) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association duly organized association, as trustee. The Company, the Guarantors and existing under the laws Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the United States Holders (as defined) of America and having a corporate trust office in Atlanta, Georgia, as trustee the 4.50% Senior Notes due 2031 (the “TrusteeNotes”).):
Appears in 1 contract
Sources: Indenture (Post Holdings, Inc.)
Guarantees. SECTION 10.01. Section 12.01 Subsidiary Guarantee 66 SECTION 10.02. 74 Section 12.02 Limitation on Subsidiary Guarantor Liability 68 SECTION 10.03. 75 Section 12.03 Execution and Delivery 68 SECTION 10.04. 76 Section 12.04 Subrogation 69 SECTION 10.05. 76 Section 12.05 Benefits Acknowledged 69 SECTION 10.06. 76 Section 12.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 77 Section 12.07 Parent Guarantee 77 Section 13.01 Satisfaction and Discharge 70 SECTION 11.02. 80 Section 13.02 Application of Trust Money 70 SECTION 12.01. 80 Section 14.01 Trust Indenture Act Controls 81 Section 14.02 Notices 71 SECTION 12.02. 81 Section 14.03 Communication by Holders of Notes with Other Holders of Notes 82 Section 14.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 82 Section 14.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 83 Section 14.06 Rules by Trustee and Agents 73 SECTION 12.05. 83 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 83 Section 14.08 Governing Law 74 SECTION 12.07. 83 Section 14.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 83 Section 14.10 Force Majeure 84 Section 14.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 84 Section 14.12 Successors 74 SECTION 12.11. 84 Section 14.13 Severability 74 SECTION 12.12. 84 Section 14.14 Legal Holidays 84 Section 14.15 Counterpart Originals 74 SECTION 12.13. 84 Section 14.16 Table of Contents; Headings 75 SECTION 12.14. U.S.A. , Headings, etc 84 Section 14.17 Qualification of Twenty-Fifth Supplemental Indenture 85 Section 14.18 USA Patriot Act 75 EXHIBIT A-1 85 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary to Subsequent Guarantors Exhibit C Form of Additional First Lien Secured Party Consent SUPPLEMENTAL INDENTURE NO. 25 (this the “Twenty-Fifth Supplemental Indenture”), dated as of April 1June 12, 2019, among SMITHFIELD FOODS, INC.HCA Inc., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), HCA Healthcare, Inc. (the “Parent Guarantor”), the Subsidiary Guarantors other guarantors listed on the signature pages in Schedule I hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “TrusteeSubsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”), Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
Appears in 1 contract
Guarantees. SECTION 10.011201. Guarantee 66 Guarantees 95 SECTION 10.021202. Severability 96 SECTION 1203. Restricted Subsidiaries 96 SECTION 1204. Limitation on of Guarantors’ Liability 96 SECTION 1205. Contribution 96 SECTION 1206. Subrogation 97 SECTION 1207. Reinstatement 97 SECTION 1208. Release of a Guarantor Liability 68 97 SECTION 10.031209. Benefits Acknowledged 98 SECTION 1210. Execution and Delivery 68 98 SECTION 10.041301. Subrogation 69 Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance 98 SECTION 10.051302. Benefits Acknowledged 69 SECTION 10.06. Release of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction Legal Defeasance and Discharge 70 98 SECTION 11.021303. Application of Covenant Defeasance 99 SECTION 1304. Conditions to Legal Defeasance or Covenant Defeasance 99 SECTION 1305. Deposited Money and Government Securities To Be Held in Trust Money 70 Other Miscellaneous Provisions 100 SECTION 12.011306. Notices 71 SECTION 12.02. Certificate and Opinion as Reinstatement 100 APPENDIX & EXHIBITS ANNEX I – Rule 144A / Regulation S / IAI Appendix EXHIBIT 1 to Conditions Precedent 73 SECTION 12.03. Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13. Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Rule 144A / Regulation S / IAI Appendix – Form of Face of Initial Note EXHIBIT A-2 2 to Rule 144A / Regulation S / IAI Appendix – Form of Face Transferee Letter of Regulation S Temporary Note Representation EXHIBIT A – Form of Completion Date Supplemental Indenture EXHIBIT B Form of Certificate of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D – Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors EXHIBIT C – Form of Incumbency Certificate INDENTURE dated as of March 1, 2024, among AAR ESCROW ISSUER, LLC, a Delaware limited liability company (this the “IndentureEscrow Issuer”), dated as of April 1, 2019, among SMITHFIELD FOODS, INCto be merged with and into AAR CORP., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware Corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages (as defined below) party hereto from time to time and U.S. Bank National AssociationWILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgiaassociation, as trustee Trustee (the “Trustee”) and as Paying Agent and Note Registrar (as defined herein).
Appears in 1 contract
Sources: Indenture (Aar Corp)
Guarantees. SECTION 10.01. Guarantee 66 88 SECTION 10.02. Limitation on Guarantor Liability 68 90 SECTION 10.03. Execution and Delivery 68 90 SECTION 10.04. Subrogation 69 90 SECTION 10.05. Benefits Acknowledged 69 90 SECTION 10.06. Release of Subsidiary Guarantees 69 91 SECTION 11.01. Satisfaction and Discharge 70 92 SECTION 11.02. Application of Trust Money 70 93 SECTION 12.01. Notices 71 Trust Indenture Act Controls 93 SECTION 12.02. Notices 93 SECTION 12.03. [Reserved] 94 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 94 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 95 SECTION 12.0412.06. Rules by Trustee and Agents 73 95 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 95 SECTION 12.0612.08. Governing Law 74 95 SECTION 12.0712.09. Waiver of Jury Trial 74 96 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 96 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 96 SECTION 12.12. Successors 96 SECTION 12.13. Severability 96 SECTION 12.14. Counterpart Originals 74 96 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc. 96 SECTION 12.1412.16. U.S.A. Patriot Qualification of Indenture 96 SECTION 12.17. USA PATRIOT Act 75 EXHIBIT A-1 96 SECTION 13.01. The Collateral 97 SECTION 13.02. Further Assurances 98 SECTION 13.03. Release of Collateral 98 SECTION 13.04. Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents 99 SECTION 13.05. Appointment and Authorization of U.S. Bank Trust Company, National Association as Collateral Agent 100 SECTION 13.06. Collateral Accounts 101 SECTION 13.07. Resignation of Collateral Agent 102 SECTION 13.08. Junior Priority Intercreditor Agreements 102 EXHIBITS Exhibit A Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT Exhibit B Form of Certificate of Transfer EXHIBIT Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsidiary Subsequent Guarantors INDENTURE (this “Indenture”)AMENDED AND RESTATED INDENTURE, dated as of April 1December 19, 20192023, among SMITHFIELD FOODS, INC.IQVIA Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware corporation, each Guarantor (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto as defined herein) and U.S. Bank Trust Company, National Association, a national banking association duly organized as Trustee and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”)Collateral Agent.
Appears in 1 contract
Sources: Indenture (Benefit Holding, Inc.)