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 September 13, 2021, 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 September 13February 1, 20212017, 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 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 September 13February 5, 20212020, 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 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 September 13August 31, 20212020, 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 September 13February 27, 20212024, 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 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 September 13April 1, 20212019, 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 September 1315, 20212020, 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 66 138 SECTION 10.02. Limitation on Guarantor Liability 68 140 SECTION 10.03. Execution and Delivery 68 140 SECTION 10.04. Subrogation 69 141 SECTION 10.05. Benefits Acknowledged 69 141 SECTION 10.06. Release of Subsidiary Guarantees 69 141 SECTION 11.01. Satisfaction and Discharge 70 142 SECTION 11.02. Application of Trust Money 70 143 SECTION 12.01. Notices 71 143 SECTION 12.02. Communication by Holders with Other Holders 145 SECTION 12.03. Certificate and Opinion as to Conditions Precedent 73 145 SECTION 12.0312.04. Statements Required in Certificate or Opinion 73 145 SECTION 12.0412.05. Rules by Trustee and Agents 73 146 SECTION 12.0512.06. No Personal Liability of Directors, Managers, Officers, Members, Partners, Employees and Stockholders 73 146 SECTION 12.0612.07. Governing Law 74 Law; Jurisdiction 146 SECTION 12.0712.08. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 147 SECTION 12.09. Force Majeure 147 SECTION 12.10. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 147 SECTION 12.11. Severability 74 Successors 147 SECTION 12.12. Severability 147 SECTION 12.13. Counterpart Originals 74 147 SECTION 12.1312.14. Table of Contents; Headings 75 SECTION 12.14, Headings, Etc. U.S.A. Patriot Act 75 EXHIBIT A-1 148 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 September 13October 26, 2021, among SMITHFIELD FOODSbetween Avantor Funding, INC.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 hereto (as defined herein) 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: Indenture (Avantor, Inc.)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 2 SECTION 10.02. Limitation on Guarantor Liability 68 2 SECTION 10.03. Execution Successors and Delivery 68 Assigns 2 SECTION 10.04. Subrogation 69 No Waiver 2 SECTION 10.05. Benefits Acknowledged 69 Modification 2 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 2 SECTION 10.07. Non-Impairment 2 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 2 SECTION 11.02. Application of Trust Money 70 Notices 2 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 2 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 2 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 2 SECTION 12.0411.06. When Notes Disregarded 2 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 ▇▇▇▇▇▇▇▇▇ ▇ SECTION 12.0511.08. Legal Holidays 2 SECTION 11.09. GOVERNING LAW 2 SECTION 11.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 2 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 2 SECTION 12.1111.12. Severability 74 Multiple Originals 2 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 2 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 2 SECTION 11.15. Severability 2 SECTION 11.16. Jurisdiction 2 SECTION 11.17. Immunity 2 SECTION 11.18. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 2 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 (this “Indenture”), dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10; 7.11 (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 10.01Section 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 September 13April 20, 2021, 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 Section 10.01. Guarantee 66 SECTION 124 Section 10.02. Limitation on Guarantor Liability 68 SECTION 126 Section 10.03. Execution and Delivery 68 SECTION 126 Section 10.04. Subrogation 69 SECTION 127 Section 10.05. Benefits Acknowledged 69 SECTION 127 Section 10.06. Release of Subsidiary Guarantees 69 SECTION 127 Section 11.01. Satisfaction and Discharge 70 SECTION 128 Section 11.02. Application of Trust Money 70 SECTION 129 Section 12.01. Notices 71 SECTION 129 Section 12.02. [Reserved] 131 Section 12.03. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03131 Section 12.04. Statements Required in Certificate or Opinion 73 SECTION 12.04131 Section 12.05. Rules by Trustee and Agents 73 SECTION 12.05131 Section 12.06. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06132 Section 12.07. Governing Law 74 SECTION 12.07132 Section 12.08. Waiver of Jury Trial 74 SECTION 12.08132 Section 12.09. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09Force Majeure 132 Section 12.10. No Adverse Interpretation of Other Agreements 74 SECTION 12.10132 Section 12.11. Successors 74 SECTION 12.11132 Section 12.12. Severability 74 SECTION 12.12132 Section 12.13. Counterpart Originals 74 SECTION 12.13132 Section 12.14. Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 133 Section 12.15. Trust Indenture Act 133 Section 12.16. USA Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation S Temporary Note EXHIBIT 133 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 September 13May 1, 20212017, among SMITHFIELD FOODSTempo Acquisition, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia LLC (the “CompanyIssuer”), Tempo Acquisition Finance Corp., (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 as Trustee, Transfer Agent, Registrar 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.
Appears in 1 contract
Sources: Indenture (Alight Inc. / DE)
Guarantees. SECTION 10.0111.01. Guarantee 66 Guarantees 113 SECTION 10.0211.02. Limitation on Guarantor Liability 68 115 SECTION 10.0311.03. No Waiver 118 SECTION 11.04. Modification 118 SECTION 11.05. Execution and Delivery 68 of Supplemental Indenture for Future Guarantors. 118 SECTION 10.0411.06. 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 118 SECTION 12.01. Notices 71 [Reserved] 118 SECTION 12.02. Notices 118 SECTION 12.03. Communication by the Holders with Other Holders 120 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 120 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 120 SECTION 12.0412.06. When Securities Disregarded 120 SECTION 12.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 120 SECTION 12.0512.08. Legal Holidays 121 SECTION 12.09. Governing Law 121 SECTION 12.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 121 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 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 122 SECTION 12.12. Counterpart Originals 74 Successors 122 SECTION 12.13. Multiple Originals 122 SECTION 12.14. Table of Contents; Headings 75 122 SECTION 12.1412.15. Indenture Controls 122 SECTION 12.16. Severability 122 SECTION 12.17. Waiver of Jury Trial 122 SECTION 12.18. U.S.A. Patriot Act 75 122 SECTION 12.19. Force Majeure 122 Appendix A — Provisions Relating to Original Securities and Additional 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”), dated as of September 13August 19, 2021, 2021 among SMITHFIELD FOODS, INCClarivate Science Holdings 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 from time to time party hereto and U.S. Bank National AssociationWILMINGTON TRUST, 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 (in such capacity, 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) $921,399,000 aggregate principal amount of the Issuer’s 4.875% Senior Notes due 2029 issued on the date hereof (the “Original Securities”) and (b) any Additional Securities 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 “Securities”). Subject to the conditions and compliance with the covenants set forth herein, the Issuer may issue an unlimited aggregate principal amount of Additional Securities.
Appears in 1 contract
Sources: Indenture (CLARIVATE PLC)
Guarantees. SECTION Section 10.01. Guarantors’ Guarantee 66 SECTION 43 Section 10.02. Limitation on Guarantor Liability 68 SECTION Continuing Guarantee; No Right of Set-Off; Independent Obligation 43 Section 10.03. Execution and Delivery 68 SECTION Guarantee Absolute 44 Section 10.04. Subrogation 69 SECTION Right to Demand Full Performance 45 Section 10.05. Benefits Acknowledged 69 SECTION Waivers 45 Section 10.06. The Guarantors Remain Obligated in Event the Company Is No Longer Obligated to Discharge Indenture Obligations 46 Section 10.07. Fraudulent Conveyance; Subrogation 46 Section 10.08. Guarantee Is Additional to Other Security 46 Section 10.09. No Recourse Against Others 46 Section 10.10. No Bar to Further Actions 47 Section 10.11. Failure To Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies. 47 Section 10.12. Trustee’s Duties; Notice to Trustee 47 Section 10.13. Successors and Assigns 47 Section 10.14. Release of Subsidiary Guarantees 69 SECTION Guarantee 47 Section 10.15. Execution of Guarantee 48 Section 11.01. Satisfaction and Discharge 70 SECTION TIA Controls 48 Section 11.02. Application of Trust Money 70 SECTION 12.01Notices 48 Section 11.03. Notices 71 SECTION 12.02Communications by Holders with Other Holders 49 Section 11.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0349 Section 11.05. Statements Required in Certificate or and Opinion 73 SECTION 12.0450 Section 11.06. Rules by Trustee and Agents 73 SECTION 12.0550 Section 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Intentionally Omitted 50 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 12.0950 Section 11.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1051 Section 11.10. No Recourse Against Others 51 Section 11.11. Successors 74 SECTION 12.1151 Section 11.12. Severability 74 SECTION 12.12. Counterpart Originals 74 SECTION 12.13Multiple Counterparts 51 Section 11.13. Table of Contents; Headings 75 SECTION 12.14, Headings, etc 51 Section 11.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Separability 51 Section 11.15. Benefits of Indenture 51 Section 11.16. Force Majeure 51 Exhibit A. Form of Face of Global Note EXHIBIT A-2 A-1 Exhibit B. Form of Face of Regulation S Temporary Note EXHIBIT B Guarantees B-1 Exhibit C. Form of Transfer Certificate of Transfer EXHIBIT C C-1 Exhibit D. Form of Exchange Certificate of Exchange EXHIBIT D Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “Indenture”)D-1 INDENTURE, dated as of September 13May 14, 20212007, by and among SMITHFIELD FOODSCONSTELLATION BRANDS, INC., a Delaware corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), the Subsidiary Guarantors listed on guarantors signatory hereto (the signature pages hereto “Guarantors”) and U.S. Bank National AssociationTHE BANK OF NEW YORK 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”).. The Company has duly authorized the creation of one or more issues of 7.25% Senior Notes due 2017 and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Company, and authenticated and delivered hereunder, the legal, valid and binding obligations of the Company, and to make this Indenture a legal, valid and binding agreement of the Company, 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
Guarantees. SECTION 10.01Section 9.01. Guarantee 66 SECTION 10.02118 Section 9.02. Limitation on Guarantor Liability 68 SECTION 10.03119 Section 9.03. Execution and Delivery 68 SECTION 10.04119 Section 9.04. Subrogation 69 SECTION 10.05120 Section 9.05. Benefits Acknowledged 69 SECTION 120 Section 9.06. Release of Guarantees 120 Section 10.01. The Collateral Trustee 121 Section 10.02. Authority of Collateral Trustee to Release Collateral and Liens 125 Section 10.03. Security Instruments 125 Section 10.04. Intercreditor Agreement 126 Section 10.05. Further Assurances 127 Section 10.06. Release of Subsidiary Guarantees 69 SECTION Collateral 127 Section 11.01. Satisfaction and Discharge 70 SECTION 128 Section 11.02. Application of Trust Money 70 SECTION 129 Section 12.01. Notices 71 SECTION 129 Section 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 131 Section 12.03. Statements Required in Certificate or Opinion 73 SECTION 131 Section 12.04. Rules by Trustee and Agents 73 SECTION 131 Section 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 131 Section 12.06. Governing Law 74 SECTION 132 Section 12.07. Waiver of Jury Trial 74 SECTION 132 Section 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION Force Majeure 132 Section 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 132 Section 12.10. Successors 74 SECTION 132 Section 12.11. Severability 74 SECTION 132 Section 12.12. Counterpart Originals 74 SECTION 132 Section 12.13. Table of Contents; Headings 75 SECTION , Headings, Etc 133 Section 12.14. U.S.A. Consent to Jurisdiction 133 Section 12.15. Business Days 133 Section 12.16. USA Patriot Act 75 EXHIBIT A-1 133 Section 12.17. Calculations 133 Section 12.18. Intercreditor Agreement 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 Notice Addresses of Eligible Holders INDENTURE, dated as of September 13March 15, 20212017, among SMITHFIELD FOODSEXCO RESOURCES, INC., a Texas corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “CompanyIssuer”), the Subsidiary Guarantors listed on the signature pages GUARANTORS (as defined below) from time to time party hereto and U.S. Bank National AssociationWILMINGTON TRUST, 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”) and as Collateral Trustee (as defined below).
Appears in 1 contract
Sources: Indenture (Exco Resources Inc)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 100 SECTION 10.02. Limitation on Guarantor Liability 68 102 SECTION 10.03. Execution Successors and Delivery 68 Assigns 103 SECTION 10.04. Subrogation 69 No Waiver 103 SECTION 10.05. Benefits Acknowledged 69 Modification 104 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 104 SECTION 10.07. Non-Impairment 104 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 104 SECTION 11.02. Application of Trust Money 70 Notices 104 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 105 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 105 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 106 SECTION 12.0411.06. When Notes Disregarded 106 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 106 SECTION 12.0511.08. Legal Holidays 106 SECTION 11.09. GOVERNING LAW 106 SECTION 11.10. 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 12.1011.11. Successors 74 107 SECTION 12.1111.12. Severability 74 Multiple Originals 107 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 107 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 107 SECTION 11.15. Severability 107 SECTION 11.16. Jurisdiction 107 SECTION 11.17. Immunity 108 SECTION 11.18. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 108 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 (this “Indenture”), dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10; 7.11 (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. 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 September 13March 29, 2021, 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 10.01. 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 September 13January 30, 20212012, 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 10.01Section 11.01. Unconditional Guarantee 66 SECTION 10.0292 Section 11.02. Severability 93 Section 11.03. Limitation on Guarantor of Subsidiary Guarantors’ Liability 68 SECTION 10.0394 Section 11.04. Contribution 94 Section 11.05. Waiver of Subrogation 95 Section 11.06. Execution and Delivery 68 SECTION 10.04of Guarantee 95 Section 11.07. Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. Release Waiver of Subsidiary Guarantees 69 SECTION 11.01. Satisfaction and Discharge 70 SECTION 11.02. Application of Trust Money 70 SECTION Stay, Extension or Usury Laws 95 Section 12.01. TIA Controls 96 Section 12.02. Notices 71 SECTION 12.0296 Section 12.03. Communications by Holders with Other Holders 97 Section 12.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0398 Section 12.05. Statements Required in Certificate or Opinion 73 SECTION 12.0498 Section 12.06. Rules by Trustee and Agents 73 SECTION 12.05Trustee, Paying Agent, ▇▇▇▇▇▇▇▇▇ ▇▇ Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Legal Holidays 98 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 99 Section 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 99 Section 12.10. Successors 74 SECTION No Recourse Against Others 99 Section 12.11. Severability 74 SECTION Successors 99 Section 12.12. Counterpart Duplicate Originals 74 SECTION 100 Section 12.13. Severability 100 Section 12.14. Force Majeure 100 Section 12.15. Waiver of Jury Trial 100 Signatures S-1 Exhibit A – Form of Series A Security Exhibit B – Form of Series B Security Exhibit C – Form of Legend for Global Securities Exhibit D – Transfer Certificate Exhibit E – Transferee Certificate for Institutional Accredited Investors Exhibit F – Transferee Certificate for Regulation S Transfers Exhibit G – Form of Intercreditor Agreement Exhibit H – Form of Mortgage Exhibit I – Form of Security Agreement Note: This 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 Contents shall not, for any purpose, be deemed to be Delivered by Subsidiary Guarantors INDENTURE (part of this “Indenture”), dated as of September 13, 2021, 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 (United Refining Co)
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 September 13April 27, 2021, 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 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 September 13July 8, 20212013, 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 10.011201. Guarantee Guarantees 66 SECTION 10.021202. Severability 67 SECTION 1203. Ranking of Guarantee 67 SECTION 1204. Limitation on Guarantor of Guarantors’ Liability 67 SECTION 1205. Contribution 68 SECTION 10.031206. Execution and Delivery Subrogation 68 SECTION 10.041207. Subrogation 69 Reinstatement 68 SECTION 10.051208. Release of a Guarantor 68 SECTION 1209. Benefits Acknowledged 69 SECTION 10.061301. Release of Subsidiary Guarantees Exchange Privilege 69 SECTION 11.011302. Satisfaction and Discharge Exchange Cap 69 SECTION 1303. Exchange Procedure 69 SECTION 1304. Payment upon Exchange 70 SECTION 11.021305. Application Increased Exchange Rate Applicable to Certain Notes Surrendered in Connection with Fundamental Changes 72 SECTION 1306. Adjustment of Trust Money 70 SECTION 12.01. Notices 71 SECTION 12.02. Certificate and Opinion as to Conditions Precedent Exchange Rate 73 SECTION 12.031307. Statements Required in Certificate or Opinion 73 Adjustments of Prices 80 SECTION 12.041308. Rules Effect of Recapitalizations, Reclassifications and Changes of the Common Stock 80 SECTION 1309. Certain Covenants 81 SECTION 1310. Responsibility of Trustee 81 SECTION 1311. Notice to Holders Prior to Certain Actions 82 SECTION 1312. Stockholder Rights Plans 82 SECTION 1401. Agreement to Subordinate 83 SECTION 1402. Liquidation, Dissolution, Bankruptcy 83 SECTION 1403. Default on Designated First Lien Indebtedness of the Issuers 83 SECTION 1404. Acceleration of Payment of Notes 84 SECTION 1405. When Distribution Must Be Paid Over 84 SECTION 1406. Subrogation 84 SECTION 1407. Relative Rights 84 SECTION 1408. Subordination May Not Be Impaired by Issuers 85 SECTION 1409. Rights of 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 85 SECTION 12.091410. No Adverse Interpretation Distribution or Notice to Representative 85 SECTION 1411. Article Fourteen Not To Prevent Events of Other Agreements 74 Default or Limit Right To Accelerate 85 SECTION 12.101412. Successors 74 Trust Moneys Not Subordinated 85 SECTION 12.111413. Severability 74 Trustee Entitled To Rely 86 SECTION 12.121414. Counterpart Originals 74 Trustee To Effectuate Subordination 86 SECTION 12.131415. Table Trustee Not Fiduciary for Holders 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 September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws Designated First Lien Indebtedness of the Commonwealth Issuers 86 SECTION 1416. Reliance by Holders 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 Designated First Lien Indebtedness of the United States of America and having a corporate trust office in Atlanta, Georgia, as trustee (the “Trustee”).Issuers on Subordination Provisions 86
Appears in 1 contract
Sources: Indenture (Clearwire Corp /DE)
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 September 13, 2021, 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. Guarantee 66 Guarantees 111 SECTION 10.02. Limitation on Guarantor Liability 68 113 SECTION 10.03. Execution Successors and Delivery 68 Assigns 114 SECTION 10.04. Subrogation 69 No Waiver 114 SECTION 10.05. Benefits Acknowledged 69 Modification 114 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 115 SECTION 10.07. Non-Impairment 115 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 115 SECTION 11.02. Application of Trust Money 70 Notices 115 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 116 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 116 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 117 SECTION 12.0411.06. When Notes Disregarded 117 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 117 SECTION 12.0511.08. Legal Holidays 117 SECTION 11.09. USA PATRIOT Act 117 SECTION 11.10. GOVERNING LAW AND WAIVER OF JURY TRIAL 118 SECTION 11.11. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 118 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 12.1011.12. Successors 74 118 SECTION 12.1111.13. Severability 74 Multiple Originals 118 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.14. Table of Contents; Headings 75 118 SECTION 12.1411.15. U.S.A. Patriot Act 75 Indenture Controls 118 SECTION 11.16. Severability 118 SECTION 11.17. Jurisdiction 119 SECTION 11.18. Immunity 119 SECTION 11.19. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 119 SECTION 11.20. Force Majeure 121 Appendix A – Provisions Relating to Initial Notes, Additional Notes and Exchange Notes EXHIBIT A-1 INDEX Exhibit A – Form of Face of Initial 2018 Note EXHIBIT A-2 Exhibit B – Form of Face of Regulation S Temporary Initial 2021 Note EXHIBIT B Exhibit C – Form of Certificate of Transfer EXHIBIT C Initial 2023 Note Exhibit D – Form of Certificate Exchange 2018 Note Exhibit E – Form of Exchange EXHIBIT D 2021 Note Exhibit F – Form of Exchange 2023 Note Exhibit G – Form of Transferee Letter of Representation – 2018 Note Exhibit H – Form of Transferee Letter of Representation – 2021 Note Exhibit I – Form of Transferee Letter of Representation – 2023 Note Exhibit J – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE TIA Section Indenture Section 310 (this “Indenture”), dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10; 7.11 (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 S.A.)
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 September 13October 1, 20212018, 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 SECTION 10.02. 123 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 124 Section 10.03 Execution and Delivery 68 SECTION 10.04. 125 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 Section 12.01 Trust Indenture Act 128 Section 12.02 Notices 71 SECTION 12.02. 128 Section 12.03 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 129 Section 12.04 Statements Required in Certificate or Opinion 73 SECTION 12.04. 130 Section 12.05 Rules by Trustee and Agents 73 SECTION 12.05. 130 Section 12.06 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 130 Section 12.07 Governing Law 74 SECTION 12.07. 130 Section 12.08 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 130 Section 12.09 Force Majeure 131 Section 12.10 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 131 Section 12.11 Successors 74 SECTION 12.11. 131 Section 12.12 Severability 74 SECTION 12.12. 131 Section 12.13 Counterpart Originals 74 SECTION 12.13. 131 Section 12.14 Table of Contents; Headings 75 SECTION 12.14. , Headings, etc 131 Section 12.15 U.S.A. Patriot 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 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 September 13December 21, 20212020, among SMITHFIELD FOODS, INC.Kraton Polymers LLC, a corporation duly organized and existing under Delaware limited liability company, Kraton Polymers Capital Corporation, a Delaware corporation, the laws Guarantors (as defined herein) listed on the signature pages hereto, including Kraton Corporation, the parent of the Commonwealth of Virginia Issuers (the “Company”), the Subsidiary Guarantors 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 (Kraton Corp)
Guarantees. SECTION 10.01. Guarantee 66 133 SECTION 10.02. Limitation on Guarantor Liability 68 134 SECTION 10.03. Execution and Delivery 68 135 SECTION 10.04. Subrogation 69 135 SECTION 10.05. Benefits Acknowledged 69 135 SECTION 10.06. Release of Subsidiary Guarantees 69 135 SECTION 11.01. Satisfaction and Discharge 70 136 SECTION 11.02. Application of Trust Money 70 138 SECTION 12.01. Notices 71 138 SECTION 12.02. Communication by Holders with Other Holders 140 SECTION 12.03. Certificate and Opinion as to Conditions Precedent 73 140 SECTION 12.0312.04. Statements Required in Certificate or Opinion 73 140 SECTION 12.0412.05. Rules by Trustee and Agents 73 141 SECTION 12.0512.06. No Personal Liability of Directors, Officers, Employees Employees, Members and Stockholders 73 141 SECTION 12.0612.07. Governing Law 74 141 SECTION 12.0712.08. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 141 SECTION 12.09. Force Majeure 141 SECTION 12.10. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 141 SECTION 12.11. Severability 74 Successors 141 SECTION 12.12. Severability 142 SECTION 12.13. Counterpart Originals 74 142 SECTION 12.1312.14. Table of Contents; Headings 75 , Headings, etc. 142 SECTION 12.1412.15. U.S.A. USA Patriot Act 75 EXHIBIT A-1 142 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”)This INDENTURE, dated as of September 13March 2, 20212020, is among SMITHFIELD FOODSCatalent Pharma Solutions, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Inc. (the “CompanyIssuer”), a Delaware corporation, the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Associationhereto, 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, GeorgiaDeutsche Trustee Company Limited, as trustee (the “Trustee”), Deutsche Bank AG, London Branch, as the principal paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent and registrar.
Appears in 1 contract
Sources: Indenture (Catalent, Inc.)
Guarantees. SECTION Section 10.01. Guarantee 66 SECTION 172 Section 10.02. Limitation on Guarantor Liability 68 SECTION 173 Section 10.03. Execution and Delivery 68 SECTION 174 Section 10.04. Subrogation 69 SECTION 174 Section 10.05. Benefits Acknowledged 69 SECTION 174 Section 10.06. Release of Subsidiary Guarantees 69 SECTION 174 Section 10.07. Effectiveness of Guarantees 175 Section 11.01. Satisfaction and Discharge 70 SECTION 175 Section 11.02. Application of Trust Money 70 SECTION 176 Section 12.01. Security Documents 177 Section 12.02. Release of Collateral 180 Section 12.03. Suits to Protect the Collateral 181 Section 12.04. Authorization of Receipt of Funds by the Trustee Under the Security Documents 181 Section 12.05. Purchaser Protected 182 Section 12.06. Powers Exercisable by Receiver or Trustee 182 Section 12.07. Notes Collateral Agent 182 [RESERVED] Section 14.01. Notices 71 SECTION 12.02190 Section 14.02. [Reserved] 192 Section 14.03. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03192 Section 14.04. Statements Required in Certificate or Opinion 73 SECTION 12.04193 Section 14.05. Rules by Trustee and Agents 73 SECTION 12.05193 Section 14.06. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06193 Section 14.07. Governing Law 74 SECTION 12.07193 Section 14.08. Waiver of Jury Trial 74 SECTION 12.08194 Section 14.09. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09Force Majeure 194 Section 14.10. No Adverse Interpretation of Other Agreements 74 SECTION 12.10194 Section 14.11. Successors 74 SECTION 12.11194 Section 14.12. Severability 74 SECTION 12.12194 Section 14.13. Intercreditor Agreements 194 Section 14.14. Counterpart Originals 74 SECTION 12.13195 Section 14.15. Table of Contents, Headings, etc 195 Section 14.16. Trust Indenture Act 195 Section 14.17. USA PATRIOT Act 195 Section 14.18. Foreign Law Matters; 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 Parallel Debt 195 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 Exhibit E AGREED SECURITY PRINCIPLES Exhibit F FOREIGN LAW MATTERS; PARALLEL DEBT INDENTURE, dated as of September 13May 4, 20212023, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia Clarios Global LP (the “CompanyIssuer”), Clarios US Finance Company, Inc. (the Subsidiary Guarantors listed on “Co-Issuer” and, together with the signature pages hereto Issuer, the “Issuers”), Clarios International LP (“Holdings”) and U.S. Bank National AssociationCitibank, 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”)Trustee and Notes Collateral Agent, Transfer Agent, Registrar and Paying Agent.
Appears in 1 contract
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 106 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 73 108 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 110 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 (this “Indenture”), dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10; 7.11 (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 Guarantee 66 SECTION 10.02. 104 Section 12.02 Limitation on Guarantor Liability 68 SECTION 10.03. 105 Section 12.03 Execution and Delivery 68 SECTION 10.04. 106 Section 12.04 Subrogation 69 SECTION 10.05. 106 Section 12.05 Benefits Acknowledged 69 SECTION 10.06. 106 Section 12.06 Release of Subsidiary Guarantees 69 SECTION 11.01. 107 Section 13.01 Satisfaction and Discharge 70 SECTION 11.02. 107 Section 13.02 Application of Trust Money 70 SECTION 12.01. 108 Section 14.01 [RESERVED] 109 Section 14.02 Notices 71 SECTION 12.02. 109 Section 14.03 Communication by Holders of Notes with Other Holders of Notes 110 Section 14.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 110 Section 14.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 110 Section 14.06 Rules by Trustee and Agents 73 SECTION 12.05. 111 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. 111 Section 14.08 Governing Law 74 SECTION 12.07. 111 Section 14.09 Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.09. 111 Section 14.10 Force Majeure 111 Section 14.11 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 111 Section 14.12 Successors 74 SECTION 12.11. 111 Section 14.13 Severability 74 SECTION 12.12. 112 Section 14.14 Counterpart Originals 74 SECTION 12.13. 112 Section 14.15 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. U.S.A. 112 Page Section 14.16 USA 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 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 September 13August 24, 20212010, among SMITHFIELD FOODSToys “R” US - Delaware, INC.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 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 (the “Trustee”).
Appears in 1 contract
Sources: Indenture (Toys R Us Inc)
Guarantees. SECTION 10.01. Guarantee 66 10.01 Guarantees 84 SECTION 10.02. 10.02 Limitation on Guarantor Liability 68 85 SECTION 10.03. 10.03 Releases 86 SECTION 10.04 Successors and Assigns 86 SECTION 10.05 No Waiver 86 SECTION 10.06 Modification 86 SECTION 10.07 Execution and Delivery 68 of Supplemental Indenture for Future Guarantors 86 SECTION 10.04. Subrogation 69 10.08 Non-Impairment 86 SECTION 10.05. 10.09 Benefits Acknowledged 69 87 SECTION 10.06. Release of Subsidiary Guarantees 69 11.01 Trust Indenture Act Controls 87 SECTION 11.01. Satisfaction and Discharge 70 11.02 Notices 87 SECTION 11.02. Application of Trust Money 70 11.03 Communication by the Holders with Other Holders 88 SECTION 12.01. Notices 71 SECTION 12.02. 11.04 Certificate and Opinion as to Conditions Precedent 73 88 SECTION 12.03. 11.05 Statements Required in Certificate or Opinion 73 88 SECTION 12.04. 11.06 When Securities Disregarded 89 SECTION 11.07 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 ▇▇▇▇▇▇▇▇▇ ▇▇ SECTION 12.09. 11.08 Legal Holidays 89 SECTION 11.09 GOVERNING LAW; WAIVER OF JURY TRIAL 89 SECTION 11.10 No Recourse Against Others 89 SECTION 11.11 Successors 89 SECTION 11.12 Multiple Originals 89 SECTION 11.13 Table of Contents; Headings 89 SECTION 11.14 Indenture Controls 90 SECTION 11.15 Severability 90 SECTION 11.16 Force Majeure 90 SECTION 11.17 U.S.A. Patriot Act 90 SECTION 11.18 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 90 Appendix A - Provisions Relating to Original Securities and Additional 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 TIA Section Indenture Section 310 (this “Indenture”), dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a) 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 b) 7.08; 7.10 311 (the “Trustee”).a) 7.11 (b) 7.11 312 (a) 2.06 (b) 11.03 (c) 11.03 313 (a) 7.06 (b) 7.06 (c) 7.06 (d) 7.06 314 (a) 4.02; 4.09 (b) N.A. (c)(1) 11.04 (c)(2) 11.04 (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) 11.06 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 (c) 1.05 317 (a)(1) 6.08 (a)(2) 6.09 (b) 2.05 318 (a) 11.01 (b) N.A.
Appears in 1 contract
Sources: Indenture (Hillman Companies Inc)
Guarantees. SECTION 10.01. Guarantee 66 Notes Guarantees 89 SECTION 10.02. Limitation on Guarantor Liability 68 Liability; Release 91 SECTION 10.03. Execution Successors and Delivery 68 Assigns 91 SECTION 10.04. Subrogation 69 No Waiver 91 SECTION 10.05. Benefits Acknowledged 69 Modification 92 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 92 SECTION 10.07. Subrogation 92 SECTION 10.08. Benefits Acknowledged 92 SECTION 11.01. Satisfaction Collateral and Discharge 70 Security Documents 93 SECTION 11.02. Application Release of Trust Money 70 Collateral 93 SECTION 11.03. After Acquired Property 94 SECTION 11.04. Permitted Ordinary Course Activities with Respect to Collateral 94 SECTION 11.05. Purchaser Protected 95 SECTION 11.06. Certificates and Opinions 95 SECTION 11.07. Further Assurances 95 SECTION 12.01. Notices 71 TIA Controls 96 SECTION 12.02. Notices 96 SECTION 12.03. Communication by the Holders with Other Holders 97 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 97 SECTION 12.0312.05. 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 97 SECTION 12.06. Governing Law 74 When Notes Disregarded 97 SECTION 12.07. Waiver Rules of Jury Trial 74 Trustee, Paying Agent, Calculation Agent, Registrar and Collateral Agent 98 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 Legal Holidays 98 SECTION 12.09. No Adverse Interpretation of Other Agreements 74 Governing Law 98 SECTION 12.10. Successors 74 No Recourse Against Others 98 SECTION 12.11. Severability 74 Successors 98 SECTION 12.12. Counterpart Multiple Originals 74 98 SECTION 12.13. Table of Contents; Headings 75 98 SECTION 12.14. U.S.A. Indenture Controls 98 SECTION 12.15. Severability 98 SECTION 12.16. USA Patriot Act 75 EXHIBIT A-1 99 Exhibit 1-A – Form of Face of Note EXHIBIT A-2 A Notes Exhibit 1-B – Form of Face of Regulation S Temporary Note EXHIBIT B Notes Exhibit 2 – Form of Certificate of Transfer EXHIBIT C Exhibit 3 – Form of Certificate of Exchange EXHIBIT D Exhibit 4 – Form of Certificate from Acquiring Institutional Accredited Investor Appendix B – Form of Supplemental Indenture to be Delivered by Subsidiary for Future Guarantors INDENTURE Appendix C Appendix D Appendix E Appendix F 310 (this “Indenture”)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 (d) 7.06 314 (a) 4.02, dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia 4.05 (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 b) 11.06 (the “Trustee”).c)(1) 12.04 (c)(2) 12.04 (c) (3) N.A. (d) 11.06 (e) 12.05 (f) N.A. 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
Guarantees. SECTION 10.01Section 11.01 Guarantee. Guarantee 66 SECTION 10.02. Limitation on Guarantor Liability 68 SECTION 10.03. Section 11.02 Execution and Delivery of Guarantee 67 Section 11.03 Limitation on Note Guarantor’s Liability 67 Section 11.04 Rights Under the Guarantee 68 SECTION 10.04. Section 11.05 Guaranty of Payment Not Collection 68 Section 11.06 No Subrogation 69 SECTION 10.05. Benefits Acknowledged 69 SECTION 10.06. 68 Section 11.07 Release of Subsidiary Guarantees the Note Guarantor 69 SECTION 11.01Section 11.08 Agreement to Subordinate the Guarantee. 69 Section 11.09 Liquidation, Dissolution, Bankruptcy 69 Section 11.10 Default on Designated Senior Claims of the Note Guarantor 70 Section 11.11 Demand for Payment 70 Section 11.12 When Distribution Must Be Paid Over 71 Section 11.13 Subrogation 71 Section 11.14 Relative Rights 71 Section 11.15 Subordination May Not Be Impaired by the Note Guarantor 72 Section 11.16 Rights of Trustee and Paying Agent 72 Section 11.17 Distribution or Notice to Representative 72 Section 11.18 Article 11 Not to Prevent Events of Default or Limit Right to Demand Payment 72 Section 11.19 Trust Moneys Not Subordinated 72 Section 11.20 Trustee Entitled to Rely 72 Section 11.21 Trustee to Effectuate Subordination 73 Section 11.22 Trustee Not Fiduciary for Holders of Designated Senior Claims of the Note Guarantor 73 Section 11.23 Reliance by Holders of Designated Senior Claims of the Note Guarantor on Subordinated Provisions 73 Section 12.01 Satisfaction and Discharge 70 SECTION 11.02. 74 Section 12.02 Application of Trust Money 70 SECTION 12.01. 75 Section 13.01 Trust Indenture Act Controls 76 Section 13.02 Notices 71 SECTION 12.02. 76 Section 13.03 Communication by Holders with Other Holders 77 Section 13.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 77 Section 13.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. Rules by Trustee and Agents 73 SECTION 12.05. 77 Section 13.06 Force Majeure 78 Section 13.07 Legal Holidays 78 Section 13.08 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Recourse Against Others 78 Section 13.09 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. 78 Section 13.10 No Adverse Interpretation of Other Agreements 74 SECTION 12.10. 79 Section 13.11 Successors 74 SECTION 12.11. 79 Section 13.12 Severability 74 SECTION 12.12. 79 Section 13.13 Counterpart Originals 74 SECTION 12.13. 79 Section 13.14 Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 , Headings, etc 80 Section 13.15 Trustee Authorization 80 Section 13.16 Tax Reporting 80 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 NOTATION OF GUARANTEE EXHIBIT C Form of Certificate of Exchange FORM OF JUNIOR LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT EXHIBIT D Form FORM OF SECURITY AGREEMENT 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.08; 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 13.03 (c) 13.03 313(a) 7.06 (b) 7.06 (c) 7.06 (d) 7.06 314(a) 4.03; 4.04; 13.05 (b) 10.03 (c)(1) 13.04 (c)(2) 13.04 (c)(3) N.A. (d) 10.05 (e) 13.05 (f) N.A. 315(a) 7.01(b) (b) 7.05 (c) 7.01(a) (d) 7.01(c) (e) 6.11 316(a), (last sentence) 2.09 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 9.02 (c) 9.04 317(a)(1) 6.08 (a)(2) 6.09 (b) 2.04 318(a) 13.01 (b) N.A. (c) 13.01 N.A. means not applicable. *This Cross-Reference Table is not part of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE (this “the Indenture”). INDENTURE, dated as of September 13[__], 20212014, among SMITHFIELD FOODS, INC.USEC Inc., a Delaware corporation (the “Issuer”), United States Enrichment Corporation, a Delaware corporation (the “Note Guarantor”), and CSC Trust Company, a banking organization duly 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, GeorgiaDelaware, as trustee and collateral agent. The Issuer, the Note Guarantor and the Trustee (as defined herein) agree as follows for the “Trustee”)benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 8.0% PIK Toggle Notes due 2019/2024.
Appears in 1 contract
Sources: Indenture Agreement (Usec Inc)
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 September 13, 2021, 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 10.011201. 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 September 13, 2021, 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. 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 September 137.9 (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, 202113.1 (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 September 13is by and among TreeHouse Foods, 2021, 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 Guarantees 108 SECTION 10.02. Limitation on Guarantor Liability 68 110 SECTION 10.03. Execution Successors and Delivery 68 Assigns 111 SECTION 10.04. Subrogation 69 No Waiver 111 SECTION 10.05. Benefits Acknowledged 69 Modification 112 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 112 SECTION 10.07. Non-Impairment 112 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 112 SECTION 11.02. Application of Trust Money 70 Notices 112 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 113 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 113 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 114 SECTION 12.0411.06. When Notes Disregarded 114 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 114 SECTION 12.0511.08. Legal Holidays 114 SECTION 11.09. USA PATRIOT Act 115 SECTION 11.10 GOVERNING LAW AND WAIVER OF JURY TRIAL 115 SECTION 11.11. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 115 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 12.1011.12. Successors 74 115 SECTION 12.1111.13. Severability 74 Multiple Originals 115 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.14. Table of Contents; Headings 75 115 SECTION 12.1411.15. U.S.A. Patriot Act 75 Indenture Controls 115 SECTION 11.16. Severability 116 SECTION 11.17. Jurisdiction 116 SECTION 11.18. Immunity 116 SECTION 11.19. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 116 SECTION 11.20. Force Majeure 118 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 TIA Section Indenture Section 310 (this “Indenture”), dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10; 7.11 (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 S.A.)
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 September 13, 2021, 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 99 SECTION 10.02. Limitation on Guarantor Liability 68 101 SECTION 10.03. Execution Successors and Delivery 68 Assigns 102 SECTION 10.04. Subrogation 69 No Waiver 102 SECTION 10.05. Benefits Acknowledged 69 Modification 102 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 103 SECTION 11.01. Satisfaction Collateral and Discharge 70 Security Documents 103 SECTION 11.02. Application Recordings and Opinions 105 SECTION 11.03. Release of Collateral 105 SECTION 11.04. Permitted Releases Not To Impair Lien; Trust Money 70 Indenture Act Requirements 107 SECTION 11.05. Certificates of the Trustee 107 SECTION 11.06. Suits To Protect the Collateral 107 SECTION 11.07. Authorization of Receipt of Funds by the Trustee Under the Security Documents 108 SECTION 11.08. Purchaser Protected 108 SECTION 11.09. Powers Exercisable by Receiver or Trustee 108 SECTION 11.10. Release Upon Termination of the Issuer’s Obligations 108 SECTION 11.11. First Lien Collateral Agent 109 SECTION 11.12. Designations 110 SECTION 12.01. Notices 71 General 110 SECTION 12.02. Maximum ABL Priority Obligations 111 SECTION 12.03. Other Modifications 111 SECTION 12.04. Definitions 112 SECTION 13.01. Trust Indenture Act Controls 114 SECTION 13.02. Notices 114 SECTION 13.03. Communication by the Holders with Other Holders 115 SECTION 13.04. Certificate and Opinion as to Conditions Precedent 73 115 SECTION 12.0313.05. Statements Required in Certificate or Opinion 73 115 SECTION 12.0413.06. When Notes Disregarded 116 SECTION 13.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 116 SECTION 12.0513.08. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Legal Holidays 116 SECTION 12.0613.09. Governing Law 74 116 SECTION 12.07. Waiver of Jury Trial 74 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0913.10. No Adverse Interpretation of Other Agreements 74 Recourse Against Others 116 SECTION 12.1013.11. Successors 74 116 SECTION 12.1113.12. Severability 74 Multiple Originals 116 SECTION 12.12. Counterpart Originals 74 SECTION 12.1313.13. Table of Contents; Headings 75 116 SECTION 12.1413.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Form Indenture Controls 117 SECTION 13.15. Severability 117 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 Restrictions 117 TIA Section Indenture to be Delivered by Subsidiary Guarantors INDENTURE Section 310 (this “Indenture”), dated as of September 13, 2021, 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 (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. 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 September 13January 20, 2021, 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 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 September 13November 28, 20212023, 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 78 SECTION 10.02. Limitation on Guarantor Liability 68 79 SECTION 10.03. Execution and Delivery 68 80 SECTION 10.04. Subrogation 69 80 SECTION 10.05. Benefits Acknowledged 69 80 SECTION 10.06. Release of Subsidiary Guarantees 69 80 SECTION 11.01. Satisfaction and Discharge 70 81 SECTION 11.02. Application of Trust Money 70 82 SECTION 12.01. Notices 71 [Reserved] 82 SECTION 12.02. Notices 83 SECTION 12.03. [Reserved] 84 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 84 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 84 SECTION 12.0412.06. Rules by Trustee and Agents 73 84 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 85 SECTION 12.0612.08. Governing Law 74 85 SECTION 12.0712.09. Waiver of Jury Trial 74 85 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 85 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 85 SECTION 12.12. Successors 85 SECTION 12.13. Severability 85 SECTION 12.14. Counterpart Originals 74 85 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc. 86 SECTION 12.1412.16. U.S.A. Patriot [Reserved] 86 SECTION 12.17. USA PATRIOT Act 75 EXHIBIT A-1 86 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 September 13June 4, 20212025, 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 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 (Iqvia Holdings Inc.)
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 September 13August 9, 20212016, 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 66 134 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 September 13November 1, 20212013, 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 78 SECTION 10.02. Limitation on Guarantor Liability 68 79 SECTION 10.03. Execution and Delivery 68 79 SECTION 10.04. Subrogation 69 80 SECTION 10.05. Benefits Acknowledged 69 80 SECTION 10.06. Release of Subsidiary Guarantees 69 80 SECTION 11.01. Satisfaction and Discharge 70 81 SECTION 11.02. Application of Trust Money 70 82 SECTION 12.01. Notices 71 [Reserved] 82 SECTION 12.02. Notices 82 SECTION 12.03. [Reserved] 83 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 83 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 84 SECTION 12.0412.06. Rules by Trustee and Agents 73 84 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 84 SECTION 12.0612.08. Governing Law 74 84 SECTION 12.0712.09. Waiver of Jury Trial 74 84 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 85 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 85 SECTION 12.12. Successors 85 SECTION 12.13. Severability 85 SECTION 12.14. Counterpart Originals 74 85 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc. 85 SECTION 12.1412.16. U.S.A. Patriot [Reserved] 85 SECTION 12.17. 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 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 September 13May 10, 20212019, 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 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 (Iqvia Holdings Inc.)
Guarantees. SECTION 10.01. Guarantee 66 GUARANTEE 104 SECTION 10.02. Limitation on Guarantor Liability 68 LIMITATION ON GUARANTOR LIABILITY 105 SECTION 10.03. Execution and Delivery 68 EXECUTION AND DELIVERY 106 SECTION 10.04. Subrogation 69 SUBROGATION 106 SECTION 10.05. Benefits Acknowledged 69 BENEFITS ACKNOWLEDGED 106 SECTION 10.06. Release of Subsidiary Guarantees 69 RELEASE OF GUARANTEES 106 SECTION 11.01. Satisfaction and Discharge 70 SATISFACTION AND DISCHARGE 107 SECTION 11.02. Application of Trust Money 70 APPLICATION OF TRUST MONEY 108 SECTION 12.01. Notices 71 ESCROW ACCOUNT 108 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 73 SPECIAL MANDATORY REDEMPTION 109 SECTION 12.03. Statements Required in Certificate or Opinion 73 RELEASE OF ESCROWED PROPERTY 109 SECTION 12.04. Rules by Trustee and Agents 73 TRUSTEE DIRECTION TO EXECUTE ESCROW AGREEMENT 109 SECTION 12.0513.01. No Personal Liability of DirectorsTRUST INDENTURE ACT CONTROLS 109 SECTION 13.02. NOTICES 109 SECTION 13.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS 110 SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT 110 SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION 110 SECTION 13.06. RULES BY TRUSTEE AND AGENTS 111 SECTION 13.07. NO PERSONAL LIABILITY OF DIRECTORS, OfficersOFFICERS, Employees and Stockholders 73 EMPLOYEES AND STOCKHOLDERS 111 SECTION 12.0613.08. Governing Law 74 GOVERNING LAW 111 SECTION 12.0713.09. Waiver of Jury Trial 74 WAIVER OF JURY TRIAL 111 SECTION 12.0813.10. Appointment of Note Registrar and Paying Agent 74 FORCE MAJEURE 111 SECTION 12.0913.11. No Adverse Interpretation of Other Agreements 74 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS 111 SECTION 12.1013.12. Successors 74 SUCCESSORS 111 SECTION 12.1113.13. Severability 74 SEVERABILITY 111 SECTION 12.1213.14. Counterpart Originals 74 COUNTERPART ORIGINALS 112 SECTION 12.1313.15. Table of Contents; Headings 75 TABLE OF CONTENTS, HEADINGS, ETC. 112 SECTION 12.1413.16. 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 QUALIFICATION OF INDENTURE 112 SECTION 13.17. USA PATRIOT ACT 112 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 Exhibit E FORM OF SPECIAL MANDATORY REDEMPTION NOTICE INDENTURE, dated as of September 13October 4, 20212013, among SMITHFIELD FOODS, INC.Hilton Worldwide Finance LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “CompanyIssuer”), Hilton Worldwide 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 (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 10.01Section 11.01 Guarantee. Guarantee 66 SECTION 10.02. 131 Section 11.02 Limitation on Guarantor Liability 68 SECTION 10.03Liability. 132 Section 11.03 Execution and Delivery 68 SECTION 10.04of Guarantee. Subrogation 69 SECTION 10.05132 Section 11.04 Guarantors May Consolidate, etc., on Certain Terms. Benefits Acknowledged 69 SECTION 10.06132 Section 11.05 Releases. Release of Subsidiary Guarantees 69 SECTION 11.01. 134 Section 12.01 Satisfaction and Discharge 70 SECTION 11.02Discharge. 135 Section 12.02 Application of Trust Money 70 SECTION 12.01Money. Notices 71 SECTION 12.02136 Section 13.01 Notices. 137 Section 13.02 Communication by Holders of Notes with Other Holders of Notes. 138 Section 13.03 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03Precedent. 138 Section 13.04 Statements Required in Certificate or Opinion 73 SECTION 12.04Opinion. 138 Section 13.05 Rules by Trustee and Agents 73 SECTION 12.05Agents. 139 Section 13.06 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Stockholders. 139 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. 139 Section 13.08 No Adverse Interpretation of Other Agreements 74 SECTION 12.10Agreements. Successors 74 SECTION 12.11139 Section 13.09 Successors. Severability 74 SECTION 12.12140 Section 13.10 Severability. 140 Section 13.11 Counterpart Originals 74 SECTION 12.13Originals. 140 Section 13.12 Table of Contents; Headings 75 SECTION 12.14, Headings, etc. 140 Section 13.13 Force Majeure. 140 Section 13.14 U.S.A. Patriot Act 75 EXHIBIT A-1 Form of Face of Note EXHIBIT A-2 Form of Face of Regulation Act. 140 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 SUPPLEMENTAL INDENTURE (this “Indenture”), TO BE DELIVERED BY SUBSEQUENT GUARANTORS Exhibit E FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT INDENTURE dated as of September 13April 14, 2021, 2015 among SMITHFIELD FOODS, INC.Sabre GLBL 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 ▇▇▇▇▇ 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 and collateral agent. 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 5.375% Senior Secured Notes due 2023 (the “TrusteeNotes”).):
Appears in 1 contract
Sources: Indenture (Sabre Corp)
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 September 13, 2021, 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 99 SECTION 10.02. Limitation on Guarantor Liability 68 100 SECTION 10.03. Execution and Delivery 68 100 SECTION 10.04. Subrogation 69 101 SECTION 10.05. Benefits Acknowledged 69 101 SECTION 10.06. Release of Subsidiary Guarantees 69 101 SECTION 11.01. Satisfaction and Discharge 70 102 SECTION 11.02. Application of Trust Money 70 102 SECTION 12.01. Notices 71 [Reserved] 103 SECTION 12.02. Notices 103 SECTION 12.03. Communication by Holders with Other Holders 104 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 104 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 104 SECTION 12.0412.06. Rules by Trustee and Agents 73 105 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 105 SECTION 12.0612.08. Governing Law 74 105 SECTION 12.0712.09. Waiver of Jury Trial 74 105 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 105 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 105 SECTION 12.12. Successors 105 SECTION 12.13. Severability 105 SECTION 12.14. Counterpart Originals 74 105 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc. 106 SECTION 12.1412.16. U.S.A. Patriot Qualification of Indenture 106 SECTION 12.17. USA PATRIOT Act 75 EXHIBIT A-1 106 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 Form of Transferee Letter of Representation INDENTURE, dated as of September 13October 24, 20212012, among SMITHFIELD FOODS, INC.IMS Health Incorporated, a corporation duly organized Delaware corporation, each Guarantor (as defined herein) and existing under the laws of the Commonwealth of Virginia (the “Company”)▇▇▇▇▇ Fargo Bank, 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, Georgiaassociation, as trustee (the “Trustee”).
Appears in 1 contract
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 September 13October 22, 2021, 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 September 13October 9, 20212009, 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. 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 September 13June 12, 20212019, 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 10.01. Guarantee 66 79 SECTION 10.02. Limitation on Guarantor Liability 68 81 SECTION 10.03. Execution and Delivery 68 81 SECTION 10.04. Subrogation 69 81 SECTION 10.05. Benefits Acknowledged 69 81 SECTION 10.06. Release of Subsidiary Guarantees 69 82 SECTION 11.01. Satisfaction and Discharge 70 82 SECTION 11.02. Application of Trust Money 70 83 SECTION 12.01. Notices 71 [Reserved] 84 SECTION 12.02. Notices 84 SECTION 12.03. [Reserved] 85 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 85 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 85 SECTION 12.0412.06. Rules by Trustee and Agents 73 86 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 86 SECTION 12.0612.08. Governing Law 74 86 SECTION 12.0712.09. Waiver of Jury Trial 74 86 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 86 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 87 SECTION 12.12. Successors 87 SECTION 12.13. Severability 87 SECTION 12.14. Counterpart Originals 74 87 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc 87 SECTION 12.1412.16. U.S.A. Patriot [Reserved] 87 SECTION 12.17. USA PATRIOT Act 75 EXHIBIT A-1 87 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 September 13June 24, 20212020, 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 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 (Iqvia Holdings Inc.)
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 September March 13, 20212015 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 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 September 13November 22, 20212019, 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. 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 September May 13, 20212020, 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. Guarantee 66 Guarantees 102 SECTION 10.02. Limitation on Guarantor Liability 68 104 SECTION 10.03. Execution Successors and Delivery 68 Assigns 105 SECTION 10.04. Subrogation 69 No Waiver 105 SECTION 10.05. Benefits Acknowledged 69 Modification 105 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 106 SECTION 10.07. Non-Impairment 106 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 106 SECTION 11.02. Application of Trust Money 70 Notices 106 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 107 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 107 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 108 SECTION 12.0411.06. When Notes Disregarded 108 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 108 SECTION 12.0511.08. Legal Holidays 108 SECTION 11.09. GOVERNING LAW 108 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 74 109 SECTION 12.1111.12. Severability 74 Multiple Originals 109 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 109 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 109 SECTION 11.15. Severability 109 SECTION 11.16. Jurisdiction 109 SECTION 11.17. Immunity 110 SECTION 11.18. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 110 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 – [Reserved] Exhibit C – Form of Face of Regulation S Temporary Exchange Note EXHIBIT B Exhibit D – [Reserved] Exhibit E – Form of Certificate Transferee Letter of Transfer EXHIBIT C Form of Certificate of Exchange EXHIBIT D Representation Exhibit F – [Reserved] Exhibit G – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE 310 (this “Indenture”), dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10; 7.11 (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 10.0110.1. 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 87 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 September 13February 12, 20212025, 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. 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 September 13February 26, 20212015, 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 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 September 13, 2021, 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 Section 10.01. Unconditional Guarantee 66 SECTION 76 Section 10.02. Severability 77 Section 10.03. Limitation on Guarantor Guarantor’s Liability 68 SECTION 10.03. Execution and Delivery 68 SECTION 77 Section 10.04. Subrogation 69 SECTION Successors and Assigns 78 Section 10.05. Benefits Acknowledged 69 SECTION No Waiver 78 Section 10.06. Release of Subsidiary Guarantees 69 SECTION Guarantor 78 Section 10.07. Execution of Supplemental Indenture for Future Guarantors 79 Section 10.08. Notation of Note Guarantee 79 Section 10.09. Subordination of Subrogation and Other Rights 79 Section 11.01. Satisfaction and Discharge 70 SECTION TIA Controls 79 Section 11.02. Application of Trust Money 70 SECTION 12.01Notices 79 Section 11.03. Notices 71 SECTION 12.02Communications by Holders with Other Holders 80 Section 11.04. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.0380 Section 11.05. Statements Required in Certificate or and Opinion 73 SECTION 12.0481 Section 11.06. Rules by Trustee and Agents 73 SECTION 12.0581 Section 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Legal Holidays 81 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 12.0981 Section 11.09. No Adverse Interpretation of Other Agreements 74 SECTION 12.1081 Section 11.10. No Recourse Against Others 81 Section 11.11. Successors 74 SECTION 12.1182 Section 11.12. Severability 74 SECTION 12.12Consent to Jurisdiction; Waiver of Immunities 82 Section 11.13. Counterpart Originals 74 SECTION 12.13Multiple Counterparts 82 Section 11.14. Table of Contents, Headings, etc. 82 Section 11.15. Separability 82 Section 11.16. Waiver of Jury Trial 82 Section 12.01. Security Documents 82 Section 12.02. Recording, Registration and Opinions; Headings 75 SECTION 12.14Trustee’s Disclaimer Regarding Collateral 83 Section 12.03. U.S.A. Patriot Act 75 EXHIBIT A-1 Possession, Use and Release of Collateral 84 Section 12.04. Suits to Protect Collateral 84 Section 12.05. Powers Exercisable by Receiver, Trustee or Collateral Agent 85 Section 12.06. Determinations Relating to Collateral 85 Section 12.07. Certificates of the Issuer and the Guarantors 85 Section 12.08. Certificates of the Trustee as Collateral Agent 86 Section 12.09. Purchaser Protected 86 Section 12.10. Collateral Termination 86 Section 12.11. Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents 86 Signatures S-1 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 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 September 13April 3, 20212012, 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 7.125% 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 10.0111.01. 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 September 13, 2021, 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 10.011201. 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 September 13, 2021, 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 10.01Section 1301. Guarantee 66 SECTION 10.02Guarantees Generally. Limitation on Guarantor Liability 68 SECTION 10.03110 Section 1302. Continuing Guarantees. 111 Section 1303. Release of Guarantees. 112 Section 1304. [Reserved]. 112 Section 1305. Waiver of Subrogation. 112 Section 1306. Notation Not Required. 113 Section 1307. Successors and Assigns of Guarantors. 113 Section 1308. Execution and Delivery 68 SECTION 10.04of Guarantees. Subrogation 69 SECTION 10.05113 Section 1309. Benefits Acknowledged 69 SECTION 10.06Notices. Release 113 Section 1401. Agreement to Subordinate. 113 Section 1402. Liquidation, Dissolution, Bankruptcy. 114 Section 1403. Default on Senior Indebtedness of Subsidiary Guarantees 69 SECTION 11.01the Company. Satisfaction and Discharge 70 SECTION 11.02114 Section 1404. Application Acceleration of Trust Money 70 SECTION 12.01Payment of Senior Subordinated Notes. Notices 71 SECTION 12.02115 Section 1405. Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03When Distribution Must Be Paid Over. Statements Required in Certificate or Opinion 73 SECTION 12.04115 Section 1406. Rules Subrogation. 116 Section 1407. Relative Rights. 116 Section 1408. Subordination May Not Be Impaired by Company. 116 Section 1409. Rights of Trustee and Agents 73 SECTION 12.05Paying Agent. No Personal Liability 116 Section 1410. Distribution or Notice to Representative. 117 Section 1411. Article XIV Not to Prevent Events of DirectorsDefault or Limit Right To Accelerate. 117 Section 1412. Trust Moneys Not Subordinated. 117 Section 1413. Trustee Entitled to Rely. 117 Section 1414. Trustee to Effectuate Subordination. 118 Section 1415. Trustee Not Fiduciary for Holders of Senior Indebtedness of the Company. 118 Section 1416. Reliance by Holders of Senior Indebtedness of the Company on Subordination Provisions. 118 Section 1501. Agreement to Subordinate. 119 Section 1502. Liquidation, OfficersDissolution, Employees and Stockholders 73 SECTION 12.06Bankruptcy. Governing Law 74 SECTION 12.07119 Section 1503. Waiver Default on Senior Indebtedness of Jury Trial 74 SECTION 12.08a Guarantor. Appointment 119 Section 1504. Acceleration of Note Registrar Payment of Senior Subordinated Notes. 121 Section 1505. When Distribution Must Be Paid Over. 121 Section 1506. Subrogation. 121 Section 1507. Relative Rights. 121 Section 1508. Subordination May Not Be Impaired by a Guarantor. 121 Section 1509. Rights of Trustee and Paying Agent 74 SECTION 12.09Agent. No Adverse Interpretation 121 Section 1510. Distribution or Notice to Representative. 122 Section 1511. Article XV Not to Prevent Events of Other Agreements 74 SECTION 12.10Default or Limit Right To Demand Payment. Successors 74 SECTION 12.11122 Section 1512. Severability 74 SECTION 12.12Trust Moneys Not Subordinated. Counterpart Originals 74 SECTION 12.13122 Section 1513. Table Trustee Entitled to Rely. 122 Section 1514. Trustee to Effectuate Subordination. 123 Section 1515. Trustee Not Fiduciary for Holders of Contents; Headings 75 SECTION 12.14Senior Indebtedness of Guarantors. U.S.A. Patriot Act 75 EXHIBIT A-1 123 Section 1516. Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions. 123 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 Exchange Note Exhibit C Form of Certificate of Exchange EXHIBIT Beneficial Ownership Exhibit D Form of Regulation S Certificate Exhibit E Form of Supplemental Indenture to be Delivered by in Respect of Subsidiary Guarantors INDENTURE Guarantees Exhibit F Form of Certificate from Acquiring Institutional Accredited Investors § 310(a)(1) 709 (this “Indenture”), dated as of September 13, 2021, 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) 709
Appears in 1 contract
Sources: Indenture (Adesa California, LLC)
Guarantees. SECTION 10.01. Guarantee 66 Guarantees 104 SECTION 10.02. Limitation on Guarantor Liability 68 106 SECTION 10.03. Execution Successors and Delivery 68 Assigns 107 SECTION 10.04. Subrogation 69 No Waiver 107 SECTION 10.05. Benefits Acknowledged 69 Modification 107 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 108 SECTION 11.02. Application of Trust Money 70 Notices 108 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 109 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 109 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 109 SECTION 12.0411.06. When Notes Disregarded 110 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 110 SECTION 12.0511.08. Legal Holidays 110 SECTION 11.09. USA PATRIOT Act 110 SECTION 11.10. GOVERNING LAW AND WAIVER OF JURY TRIAL 110 SECTION 11.11. 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 12.1011.12. Successors 74 111 SECTION 12.1111.13. Severability 74 Multiple Originals 111 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.14. Table of Contents; Headings 75 111 SECTION 12.1411.15. U.S.A. Patriot Act 75 Indenture Controls 111 SECTION 11.16. Severability 111 SECTION 11.17. Jurisdiction 111 SECTION 11.18. Immunity 112 SECTION 11.19. 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 2019 Note EXHIBIT A-2 Exhibit B – Form of Face of Regulation S Temporary Initial 2021 Note EXHIBIT B Exhibit C – Form of Certificate of Transfer EXHIBIT C Exchange 2019 Note Exhibit D – Form of Certificate Exchange 2021 Note Exhibit E – Form of Exchange EXHIBIT D Transferee Letter of Representation – 2019 Notes Exhibit F – Form of Transferee Letter of Representation – 2021 Notes Exhibit G – Form of Supplemental Indenture to be Delivered by Subsidiary Guarantors INDENTURE TIA Section Indenture Section 310 (this “Indenture”), dated as of September 13, 2021, among SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia a)(1) 7.10; 7.11 (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 S.A.)
Guarantees. SECTION Section 10.01. Guarantee 66 SECTION 124 Section 10.02. Limitation on Guarantor Liability 68 SECTION 126 Section 10.03. Execution and Delivery 68 SECTION 126 Section 10.04. Subrogation 69 SECTION 127 Section 10.05. Benefits Acknowledged 69 SECTION 127 Section 10.06. Release of Subsidiary Guarantees 69 SECTION 127 Section 11.01. Satisfaction and Discharge 70 SECTION 128 Section 11.02. Application of Trust Money 70 SECTION 129 Section 12.01. Notices 71 SECTION 129 Section 12.02. Certificate and Opinion as to Conditions Precedent 73 SECTION 131 Section 12.03. Statements Required in Certificate or Opinion 73 SECTION 131 Section 12.04. Rules by Trustee and Agents 73 SECTION 131 Section 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 131 Section 12.06. Governing Law 74 SECTION 131 Section 12.07. Waiver of Jury Trial 74 SECTION 132 Section 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION Force Majeure 132 Section 12.09. No Adverse Interpretation of Other Agreements 74 SECTION 132 Section 12.10. Successors 74 SECTION 132 Section 12.11. Severability 74 SECTION 132 Section 12.12. Counterpart Originals 74 SECTION 132 Section 12.13. Table of Contents; Headings 75 SECTION , Headings, etc 132 Section 12.14. U.S.A. Patriot Act 75 EXHIBIT A-1 Notice Related to Certain Tax Laws 132 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”)SENIOR NOTES INDENTURE, dated as of September 13March 17, 20212015, among SMITHFIELD FOODSSurgical Care Affiliates, 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 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 (the “Trustee”).
Appears in 1 contract
Sources: Senior Notes Indenture (Surgical Care Affiliates, Inc.)
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 September 13June 25, 20212018, 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 September 13March 10, 20212021 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 September 13June 12, 20212019, 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 10.01. 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 September 13February 1, 2021, 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 September 13, 2021, 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 September 13April 25, 2021, 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. 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 September 13May 28, 2021, 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. 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 September 13December 19, 20212023, 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. 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 September 13, 2021, 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 10.01Section 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 September 13June 17, 2021, 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 September 13July 8, 20212015, 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 September 13, 2021, 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 September 13March 15, 20212016, 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. 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 September July 13, 20212020, 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 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 September 13issuer (the “Company,” as more fully set forth in Section 1.01), 2021, 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 10.01Section 10.01 Guarantee. Guarantee 66 SECTION 10.02. 106 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03Liability. 107 Section 10.03 Execution and Delivery 68 SECTION 10.04of Guarantee. Subrogation 69 SECTION 10.05107 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. Benefits Acknowledged 69 SECTION 10.06108 Section 10.05 Releases. Release of Subsidiary Guarantees 69 SECTION 11.01. 108 Section 11.01 Satisfaction and Discharge 70 SECTION 11.02Discharge. 110 Section 11.02 Application of Trust Money 70 SECTION 12.01Money. Notices 71 SECTION 12.02110 Section 12.01 Security Documents. 111 Section 12.02 Release of Collateral. 112 Section 12.03 Suits to Protect Collateral. 113 Section 12.04 Authorization of Receipt of Funds by the Trustee Under the Security Documents. 113 Section 12.05 Purchaser Protected. 113 Section 12.06 Powers Exercisable by Receiver or Trustee. 113 Section 12.07 Notes Collateral Agent. 114 Section 13.01 Trust Indenture Act Controls. 120 Section 13.02 Notices. 120 Section 13.03 [Reserved]. 121 Section 13.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03Precedent. 121 Section 13.05 Statements Required in Certificate or Opinion 73 SECTION 12.04Opinion. 121 Section 13.06 Rules by Trustee and Agents 73 SECTION 12.05Agents. 122 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06Stockholders. 122 Section 13.08 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. 122 Section 13.09 No Adverse Interpretation of Other Agreements 74 SECTION 12.10Agreements. Successors 74 SECTION 12.11122 Section 13.10 Successors. Severability 74 SECTION 12.12122 Section 13.11 Severability. 122 Section 13.12 Counterpart Originals 74 SECTION 12.13Originals. 122 Section 13.13 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 123 Section 13.14 Payment Date Other Than a Business Day. 123 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 NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”), Annex I FORM OF FIRST LIEN INTERCREDITOR AGREEMENT Annex II FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT INDENTURE dated as of September 13April 22, 2021, 2020 among SMITHFIELD FOODS, INC.Six Flags Theme Parks 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) and U.S. Bank National Association, a national banking association duly organized as trustee and existing under collateral agent. The Issuer, the laws Guarantors, the Trustee and Notes Collateral Agent 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 7.000% Senior Secured Notes due 2025 (the “TrusteeNotes”).):
Appears in 1 contract
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 September 13February 18, 20212020, 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 10.01. Guarantee 66 Guarantees 106 SECTION 10.02. Limitation on Guarantor Liability 68 108 SECTION 10.03. Execution Successors and Delivery 68 Assigns 109 SECTION 10.04. Subrogation 69 No Waiver 109 SECTION 10.05. Benefits Acknowledged 69 Modification 109 SECTION 10.06. Release Execution of Subsidiary Guarantees 69 Supplemental Indenture for Future Guarantors 109 SECTION 10.07. Non-Impairment 110 SECTION 11.01. Satisfaction and Discharge 70 Trust Indenture Act Controls 110 SECTION 11.02. Application of Trust Money 70 Notices 110 SECTION 12.0111.03. Notices 71 Communication by the Holders with Other Holders 111 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 111 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 112 SECTION 12.0411.06. When Notes Disregarded 112 SECTION 11.07. Rules by Trustee Trustee, Paying Agent and Agents 73 Registrar 112 SECTION 12.0511.08. Legal Holidays 112 SECTION 11.09. GOVERNING LAW 112 SECTION 11.10. No Personal Liability of Directors, Officers, Employees and Stockholders 73 Recourse Against Others 112 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 74 113 SECTION 12.1111.12. Severability 74 Multiple Originals 113 SECTION 12.12. Counterpart Originals 74 SECTION 12.1311.13. Table of Contents; Headings 75 113 SECTION 12.1411.14. U.S.A. Patriot Act 75 Indenture Controls 113 SECTION 11.15. Severability 113 SECTION 11.16. Jurisdiction 113 SECTION 11.17. Immunity 114 SECTION 11.18. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions 114 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 September 13, 2021, 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. Guarantee 66 Guarantees 90 SECTION 10.02. Limitation on Guarantor Liability 68 90 SECTION 10.03. Execution Successors and Delivery 68 Assigns 91 SECTION 10.04. Subrogation 69 No Waiver 91 SECTION 10.05. Benefits Acknowledged 69 Release of Guarantor 91 SECTION 10.06. Release of Subsidiary Guarantees 69 Contribution 92 SECTION 11.01. Satisfaction and Discharge 70 [Reserved] 92 SECTION 11.02. Application of Trust Money 70 Notices 92 SECTION 12.0111.03. Notices 71 [Reserved] 93 SECTION 12.0211.04. Certificate and Opinion as to Conditions Precedent 73 93 SECTION 12.0311.05. Statements Required in Certificate or Opinion 73 93 SECTION 12.0411.06. Rules by Trustee and Agents 73 94 SECTION 12.0511.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 94 SECTION 12.0611.08. Governing Law 74 SECTION 12.07. Law; Waiver of Jury Trial 74 94 SECTION 12.08. Appointment of Note Registrar and Paying Agent 74 SECTION 12.0911.09. No Adverse Interpretation of Other Agreements 74 94 SECTION 12.1011.10. Successors 74 94 SECTION 12.1111.11. Severability 74 94 SECTION 12.1211.12. Counterpart Originals 74 94 SECTION 12.1311.13. Table of Contents; Headings 75 , Headings, Etc 94 SECTION 12.1411.14. U.S.A. Force Majeure 95 SECTION 11.15. Patriot Act 75 EXHIBIT A-1 95 SECTION 12.01. Escrow Account 95 SECTION 12.02. Special Mandatory Redemption 95 SECTION 12.03. Release of Escrowed Funds 95 SECTION 12.04. Trustee Direction to Execute Escrow Agreement 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 Exhibit C Form of Certificate of Exchange EXHIBIT Exhibit D Form of Supplemental Indenture to be Be Delivered by Subsequent Subsidiary Guarantors INDENTURE This INDENTURE, dated as of October 19, 2018 (this “Indenture”), dated as of September 13, 2021, is by and among SMITHFIELD FOODS, INC.Resideo Funding 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 hereto and U.S. party hereto, Deutsche Bank National AssociationTrust Company Americas, 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”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as registrar (“Registrar”), paying agent (“Paying Agent”) and authenticating agent (“Authenticating Agent”).
Appears in 1 contract
Guarantees. SECTION 10.01. Guarantee 66 78 SECTION 10.02. Limitation on Guarantor Liability 68 80 SECTION 10.03. Execution and Delivery 68 80 SECTION 10.04. Subrogation 69 80 SECTION 10.05. Benefits Acknowledged 69 80 SECTION 10.06. Release of Subsidiary Guarantees 69 81 SECTION 11.01. Satisfaction and Discharge 70 82 SECTION 11.02. Application of Trust Money 70 82 SECTION 12.01. Notices 71 [Reserved] 83 SECTION 12.02. Notices 83 SECTION 12.03. [Reserved] 84 SECTION 12.04. Certificate and Opinion as to Conditions Precedent 73 84 SECTION 12.0312.05. Statements Required in Certificate or Opinion 73 84 SECTION 12.0412.06. Rules by Trustee and Agents 73 85 SECTION 12.0512.07. No Personal Liability of Directors, Officers, Employees and Stockholders 73 85 SECTION 12.0612.08. Governing Law 74 85 SECTION 12.0712.09. Waiver of Jury Trial 74 85 SECTION 12.0812.10. Appointment of Note Registrar and Paying Agent 74 Force Majeure 85 SECTION 12.0912.11. No Adverse Interpretation of Other Agreements 74 SECTION 12.10. Successors 74 SECTION 12.11. Severability 74 85 SECTION 12.12. Successors 85 SECTION 12.13. Severability 85 SECTION 12.14. Counterpart Originals 74 86 SECTION 12.1312.15. Table of Contents; Headings 75 , Headings, etc. 86 SECTION 12.1412.16. U.S.A. Patriot [Reserved] 86 SECTION 12.17. USA PATRIOT Act 75 EXHIBIT A-1 86 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 September 1314, 20212017, among SMITHFIELD FOODS, INC.Quintiles IMS Incorporated, 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 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 SECTION 10.02. Section 10.01 Guarantees 113 Section 10.02 Limitation on Guarantor Liability 68 SECTION 10.03. 115 Section 10.03 Releases 115 Section 10.04 Successors and Assigns 116 Section 10.05 No Waiver 116 Section 10.06 Additional Guarantees 116 Section 10.07 Execution and Delivery 68 SECTION 10.04. Subrogation 69 SECTION 10.05. of Supplemental Indenture for Future Guarantors 117 Section 10.08 Non-Impairment 117 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 117 Section 11.01 Trust Money 70 SECTION 12.01. Indenture Act Controls 117 Section 11.02 Notices 71 SECTION 12.02. 117 Section 11.03 Communication by Holders with Other Holders 118 Section 11.04 Certificate and Opinion as to Conditions Precedent 73 SECTION 12.03. 118 Section 11.05 Statements Required in Certificate or Opinion 73 SECTION 12.04. 119 Section 11.06 Rules by Trustee Trustee, Paying Agent and Agents 73 SECTION 12.05. Registrar 119 Section 11.07 Legal Holidays 119 Section 11.08 Governing Law 119 Section 11.09 No Personal Liability of Directors, Officers, Employees and Stockholders 73 SECTION 12.06. Governing Law 74 SECTION 12.07. 119 Section 11.10 Successors 120 Section 11.11 Multiple Originals; Electronic Signatures 120 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. 120 Section 11.13 Table of Contents; Headings 75 SECTION 12.14. U.S.A. Patriot Act 75 120 Section 11.14 Severability 120 Section 11.15 Submission to Jurisdiction and Venue 120 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 Form of Supplemental Indenture to be Delivered by for Additional Subsidiary Guarantors INDENTURE (this “Indenture”), dated as of September 13, 2021, 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”).Guarantors
Appears in 1 contract
Sources: Indenture (Valvoline Inc)
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 September 13October 23, 20212012, 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 September 13October 20, 20212009, 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 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 September 13August 12, 20212024, 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 10.011301. 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 September 13[●], 2021, 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 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 September 13July 30, 20212007, 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 September 13November 24, 20212015, 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 10.0111.01 GUARANTEES 99 SECTION 11.02 [RESERVED] 100 SECTION 11.03 LIMITATION ON GUARANTOR LIABILITY 100 SECTION 11.04 EXECUTION AND DELIVERY OF GUARANTEE 100 SECTION 11.05 GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS 101 SECTION 11.06 RELEASES FOLLOWING SALE OF ASSETS 101 SECTION 12.01 TRUST INDENTURE ACT CONTROLS 102 SECTION 12.02 NOTICES 102 SECTION 12.03 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES 103 SECTION 12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT 104 SECTION 12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION 104 SECTION 12.06 RULES BY TRUSTEE AND AGENTS 104 SECTION 12.07 NO PERSONAL LIABILITY OF MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND MEMBERS 104 SECTION 12.08 GOVERNING LAW 105 SECTION 12.09 WAIVER OF JURY TRIAL 105 SECTION 12.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS 105 SECTION 12.11 SUCCESSORS 105 SECTION 12.12 SEVERABILITY 105 SECTION 12.13 COUNTERPART ORIGINALS 105 SECTION 12.14 TABLE OF CONTENTS, HEADINGS, ETC. Guarantee 66 105 SECTION 10.02. Limitation on Guarantor Liability 68 12.15 FORCE MAJEURE 106 SECTION 10.03. Execution and Delivery 68 13.01 TRUST MONIES 106 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 13.02 INVESTMENT OF TRUST MONIES 106 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 NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE (this “Indenture”)TO BE DELIVERED BY GUARANTORS Exhibit G INCUMBENCY CERTIFICATE Schedule 1 SCHEDULE OF GUARANTORS INDENTURE, dated as of September 13May 20, 20212004, among SMITHFIELD FOODS, INC.Consolidated Container Company LLC, a corporation duly organized and existing under the laws of the Commonwealth of Virginia Delaware limited liability company (the “Company”), Consolidated Container Capital, Inc., a Delaware corporation (“Capital,” and together with the Subsidiary Company, the “Issuers”), the Guarantors listed set forth on the signature pages Schedule I hereto and U.S. The Bank National Associationof New York, 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”).. The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of 10 ¾% Senior Secured Discount Notes due 2009 (the “Notes”):
Appears in 1 contract
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 September 13August 5, 20212014, 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 September 13May 17, 20212018, 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 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 September 13, 2021, 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 September 13June 12, 20212019, 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 September 13, 2021, 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 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 September 13, 2021, 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)