Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 Execution and Delivery of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 Statements Required in Certificate or Opinion 109 Section 12.06 Rules by Trustee and Agents 110 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20, 2017 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, 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) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 Execution and Delivery of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 Statements Required in Certificate or Opinion 109 110 Section 12.06 Rules by Trustee and Agents 110 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20February 2, 2017 2021 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, 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) of the Company’s 5.8757.000% Senior Notes due 2027 2029 (the “Notes”):
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 Execution and Delivery of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 11.1. Note Guarantees 79 Section 11.2. Termination, Release 105 Section 11.01 Satisfaction and Discharge 106 81 Section 11.02 Application 11.3. Right of Contribution 81 Section 11.4. No Subrogation 81 Section 11.5. Additional Note Guarantees 81 Section 12.1. Agreement to Subordinate 82 Section 12.2. Liquidation, Dissolution, Bankruptcy 82 Section 12.3. Default on Designated Senior Indebtedness of Restricted Subsidiaries 82 Section 12.4. Demand for Payment 83 Section 12.5. When Distribution Must Be Paid Over 83 Section 12.6. Subrogation 83 Section 12.7. Relative Rights 83 Section 12.8. Subordination May Not Be Impaired by Restricted Subsidiaries 84 Section 12.9. Rights of Trustee and Paying Agent 84 Section 12.10. Distribution or Notice to Representative 84 Section 12.11. Article XII Not to Prevent Defaults Under the Note Guarantees or Limit Right To Demand Payment 84 Section 12.12. Trustee Entitled to Rely 84 Section 12.13. Trustee to Effectuate Subordination 85 Section 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Restricted Subsidiaries 85 Section 12.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions 85 Section 13.1. Collateral Documents 85 Section 13.2. Suits to Protect the Collateral 86 Section 13.3. Possession of the Collateral 86 Section 13.4. Authorization of Actions To Be Taken by the Trustee Under the Collateral Documents 86 Section 13.5. Authorization of Receipt and Distribution of Funds by the Trustee 86 Section 13.6. Release of Collateral; Termination of Security Interest 86 Section 13.7. Instructions under the Collateral Documents 87 Section 13.8. Certificates of the Company 87 Section 13.9. Execution of Release by Trustee 88 Section 13.10. Recording and Opinions 89 Section 14.1. Trust Money 107 Indenture Act Controls 89 Section 12.01 [Reserved] 108 14.2. Notices 89 Section 12.02 Notices 108 Section 12.03 14.3. Communication by Holders of Notes with Other Holders of Notes 109 90 Section 12.04 14.4. Certificate and Opinion as to Conditions Precedent 109 90 Section 12.05 14.5. Statements Required in Certificate or Opinion 109 90 Section 12.06 14.6. Rules by Trustee Trustee, Paying Agent and Agents 110 R▇▇▇▇▇▇▇▇ ▇▇ Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 14.7. Legal Holidays 91 Section 12.08 14.8. Governing Law; Waiver of Trial by Jury 110 , etc 91 Section 12.09 Consent to Jurisdiction 14.9. No Recourse Against Others 92 Section 14.10. Successors 92 Section 14.11. Duplicate and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 92 Section 12.14 14.12. Severability 93 Section 14.13. Conversion of Currency 93 Section 14.14. Table of Contents; Headings 93 INDENTURE, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20[●], 2017 among Viking Cruises Ltd2007, an exempted company incorporated with limited liability organized under the laws of Bermuda between Grupo Iusacell Celular, S.A. de C.V., a Mexican sociedad anónima de capital variable (the “Company”), the Guarantors (as defined) Restricted Subsidiaries party hereto and The Bank Law Debenture Trust Company of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), as Trustee. The Company, the Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.87510% Senior Subordinated Second Lien Notes due 2027 (the “Notes”):2012 issued hereunder.
Appears in 2 contracts
Sources: Indenture (Iusacell S a De C V), Indenture (Inmobiliaria Montes Urales 460 S a De C V)
Note Guarantees. Guarantee 81 Section 10.01 11.02 Subordination of Note Guarantee 101 82 Section 10.02 11.03 Limitation on Guarantor Liability 102 83 Section 10.03 Execution and Delivery of Note Guarantee 104 11.04 [Reserved] 83 Section 10.04 11.05 Guarantors May Consolidate, etc., on Certain Terms 105 83 Section 10.05 Note Guarantees Release 105 11.06 Releases 83 Section 11.01 12.01 Satisfaction and Discharge 106 84 Section 11.02 12.02 Application of Trust Money 107 85 Section 12.01 [Reserved] 108 13.01 Trust Indenture Act Controls 85 Section 12.02 13.02 Notices 108 85 Section 12.03 13.03 Communication by Holders of Notes with Other Holders of Notes 109 86 Section 12.04 13.04 Certificate and Opinion as to Conditions Precedent 109 86 Section 12.05 13.05 Statements Required in Certificate or Opinion 109 87 Section 12.06 13.06 Rules by Trustee and Agents 110 87 Section 12.07 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 87 Section 12.08 13.08 Governing Law; Waiver of Trial by Jury 110 Law 87 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 13.09 No Adverse Interpretation of Other Agreements 111 88 Section 12.11 13.10 Successors 111 88 Section 12.12 13.11 Payment Date Other Than a Business Day 88 Section 13.12 Severability 111 88 Section 12.13 13.13 Counterpart Originals 112 88 Section 12.14 13.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 88 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR [RESERVED] Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20May 24, 2017 2007 among Viking Cruises Ltd▇▇▇▇▇▇▇ Water Products, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”)Inc., a Delaware corporation, the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A.York, a national New York banking associationcorporation, as trustee (in such capacity, the “Trustee”)trustee. The CompanyCompany (as defined), the Guarantors and the Trustee (as defined) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.87573¤8% Senior Subordinated Notes due 2027 2017 including any Additional Notes (as defined) issued hereunder (the “Notes”):
Appears in 1 contract
Note Guarantees. Section 10.01 Guarantee 101 82 Section 10.02 Limitation on Guarantor Liability 102 83 Section 10.03 Execution and Delivery of Note Guarantee 104 83 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 84 Section 10.05 Note Guarantees Release 105 Releases 85 Section 11.01 Satisfaction and Discharge 106 86 Section 11.02 Application of Trust Money 107 87 Section 12.01 [Reserved] 108 87 Section 12.02 Notices 108 87 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 88 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 88 Section 12.05 Statements Required in Certificate or Opinion 109 89 Section 12.06 Rules by Trustee and Agents 110 89 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 89 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 89 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Agreements. 89 Section 12.10 Successors 89 Section 12.11 Successors 111 Severability 90 Section 12.12 Severability 111 Counterpart Originals 90 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 90 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF NOTE GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE This INDENTURE, dated as of September 20March 16, 2017 2018, is among Viking Cruises LtdCNX Midstream Partners LP, an exempted company incorporated a Delaware limited partnership (“CNX Midstream”), CNX Midstream Finance Corp., a Delaware corporation (“Finance Corp.” and, together with limited liability organized under the laws of Bermuda (CNX Midstream, the “CompanyIssuers”), the Guarantors subsidiary guarantors listed on the signature pages hereof (as definedeach, a “Guarantor” and collectively, the “Guarantors”) party hereto and The Bank of New York Mellon Trust CompanyUMB Bank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”)trustee. The CompanyIssuers, 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 Company’s 5.875Issuers’ 6.500% Senior Notes due 2027 2026 (the “Notes”):
Appears in 1 contract
Note Guarantees. Section 10.01 Note Guarantee 101 97 Section 10.02 Subordination of Guarantor Payments 99 Section 10.03 Limitation on Guarantor Liability 102 100 Section 10.03 10.04 Execution and Delivery 100 Section 10.05 Subrogation 101 Section 10.06 Benefits Acknowledged 101 Section 10.07 Release of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 101 Section 11.01 Satisfaction and Discharge 106 102 Section 11.02 Application of Trust Money 107 102 Section 12.01 [Reserved] 108 103 Section 12.02 Notices 108 103 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 [Reserved] 105 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 105 Section 12.05 Statements Required in Certificate or Opinion 109 105 Section 12.06 Rules by Trustee and Agents 110 106 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 106 Section 12.08 Governing Law; Law 106 Section 12.09 Waiver of Jury Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 106 Section 12.10 [Reserved] 106 Section 12.11 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 106 Section 12.12 Severability 111 Successors 107 Section 12.13 Severability 107 Section 12.14 Counterpart Originals 112 107 Section 12.14 12.15 Table of Contents, Headings, etc. 107 Section 12.16 Security Advice Waiver 107 Section 12.17 Patriot Act 107 Section 12.18 Judgment Currency 107 Section 13.01 Agreement to Subordinate 108 Section 13.02 Liquidation; Dissolution; Bankruptcy 108 Section 13.03 Default on Designated Senior Debt 109 Section 13.04 Acceleration of Notes 110 Section 13.05 When Distribution Must Be Paid Over 110 Section 13.06 Notice by the Company 110 Section 13.07 Subrogation 110 Section 13.08 Relative Rights 111 Section 13.09 Subordination May Not Be Impaired by the Company and Guarantors 111 Section 13.10 Distribution or Notice to Representative 111 Section 13.11 Rights of Trustee and Paying Agent 112 Section 12.15 Judgment Currency 13.12 Authorization to Effect Subordination 112 Section 12.16 FATCA 112 EXHIBITS Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE A Form of Note Exhibit B FORM OF CERTIFICATE OF TRANSFER Form of Certificate of Transfer Exhibit C FORM OF CERTIFICATE OF EXCHANGE Form of Certificate of Exchange Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE Form of Note Guarantee INDENTURE, dated as of September 2019, 2017 2017, among Viking Cruises Ltd▇▇▇▇▇▇ Inc., an exempted company incorporated with limited liability organized under the laws of Bermuda a Delaware corporation (the “Company”), the Guarantors (as defineddefined herein) party hereto and The Bank of New York Mellon Trust Companylisted on the signature pages hereto, N.A., a national banking associationDeutsche Trustee Company Limited, as trustee (in such capacityTrustee, the “Trustee”). The CompanyDeutsche Bank AG, the Guarantors London Branch, as Principal Paying Agent, and the Trustee agree Deutsche Bank Luxembourg S.A., as follows for the benefit of each other Transfer Agent and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):Registrar.
Appears in 1 contract
Sources: Indenture (Belden Inc.)
Note Guarantees. Section 10.01 Guarantee 101 63 Section 10.02 Limitation on Guarantor Liability 102 64 Section 10.03 Execution and Delivery of Note Notation of Subsidiary Guarantee 104 65 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Releases 65 Section 11.01 Satisfaction and Discharge 106 66 Section 11.02 Application of Trust Money 107 67 Section 12.01 [Reserved] 108 Trust Indenture Act 67 Section 12.02 Notices 108 67 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 69 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 69 Section 12.05 Statements Required in Certificate or Opinion 109 69 Section 12.06 Rules by Trustee and Agents 110 69 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Unitholders 70 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 70 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 70 Section 12.10 Successors 70 Section 12.11 Successors 111 Severability 70 Section 12.12 Severability 111 Counterpart Originals 70 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 etc 70 Section 12.14 Payment Date Other Than a Business Day 71 Section 12.15 Judgment Currency 112 Evidence of Action by Holders 71 Section 12.16 FATCA 112 U.S.A. Patriot Act 73 Section 12.17 Force Majeure 73 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF SUBSIDIARY GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE THIS INDENTURE dated as of September 2015, 2017 is among Viking Cruises LtdTallgrass Energy Partners, an exempted company incorporated with LP, a Delaware limited liability organized under the laws of Bermuda partnership (the “Company”), Tallgrass Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined) party hereto and The U.S. Bank of New York Mellon Trust Company, N.A.National Association, a national banking association, as trustee (in such capacity, the “Trustee”). The CompanyIssuers, 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 Company’s 5.8755.50% Senior Notes due 2027 2028 (the “Notes”):
Appears in 1 contract
Note Guarantees. Section 10.01 Guarantee 101 85 Section 10.02 Limitation on Guarantor Liability 102 86 Section 10.03 Execution and Delivery of Note Guarantee 104 86 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 87 Section 10.05 Note Guarantees Release 105 Releases 88 Section 11.01 Satisfaction and Discharge 106 89 Section 11.02 Application of Trust Money 107 90 Section 12.01 Trust Indenture Act Not Applicable 90 Section 12.02 Notices 90 Section 12.03 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 91 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 91 Section 12.05 Statements Required in Certificate or Opinion 109 92 Section 12.06 Rules by Trustee and Agents 110 92 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Equity Holders 92 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 93 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 93 Section 12.10 Successors 93 Section 12.11 Successors 111 Severability 93 Section 12.12 Severability 111 Counterpart Originals 93 Section 12.13 Counterpart Originals 112 Evidence of Action by Holders 93 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 94 EXHIBITS Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE NOTATION OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR GUARANTEE Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE This INDENTURE, dated as of September 20, 2017 2023, is among Viking Cruises LtdSUNOCO LP, an exempted company incorporated a Delaware limited partnership (“Sunoco LP”), SUNOCO FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with limited liability organized under the laws of Bermuda (Sunoco LP, the “CompanyIssuers”), the Guarantors (as defineddefined herein) party hereto and The U.S. Bank of New York Mellon Trust Company, N.A., a national banking associationNational Association, as trustee (in such capacity, the “Trustee”). The CompanyIssuers, 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 defineddefined herein) of the Company’s 5.875Issuers’ 7.000% Senior Notes due 2027 2028 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Sunoco LP)
Note Guarantees. Section 10.01 Guarantee 101 11.01 Guarantee. 105 Section 10.02 11.02 Limitation on Guarantor Liability 102 Liability. 106 Section 10.03 11.03 Execution and Delivery of Note Guarantee 104 Guarantee. 106 Section 10.04 11.04 Guarantors May Consolidate, etc., on Certain Terms 105 Terms. 106 Section 10.05 Note Guarantees Release 105 11.05 Releases. 107 Section 11.01 12.01 Priority Agreement. 108 Section 12.02 Priority Agreement; Additional Priority Agreements. 108 Section 13.01 Satisfaction and Discharge 106 Discharge. 109 Section 11.02 13.02 Application of Trust Money 107 Money. 110 Section 12.01 [Reserved] 108 14.01 Notices. 110 Section 12.02 Notices 108 Section 12.03 Communication 14.02 Communications by Holders of Notes with Other Holders of Notes 109 Notes. 112 Section 12.04 14.03 Certificate and Opinion as to Conditions Precedent 109 Precedent. 112 Section 12.05 14.04 Statements Required in Certificate or Opinion 109 Opinion. 112 Section 12.06 14.05 Rules by Trustee and Agents 110 Agents. 113 Section 12.07 14.06 Agent for Service; Submission to Jurisdiction; Waiver of Immunities. 113 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Shareholders. 113 Section 12.08 14.08 Governing Law; Waiver of Trial by Jury 110 . 113 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 14.09 No Adverse Interpretation of Other Agreements 111 Agreements. 113 Section 12.11 Successors 111 14.10 Successors. 114 Section 12.12 Severability 111 14.11 Severability. 114 Section 12.13 14.12 Counterpart Originals 112 Originals. 114 Section 12.14 14.13 Table of Contents, Headings, etc. 112 114 Section 12.15 14.14 Judgment Currency 112 Currency. 114 Section 12.16 FATCA 112 14.15 Prescription 114 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE NOTATION OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR GUARANTEE Exhibit E FORM OF NOTATION OF GUARANTEE SUPPLEMENTAL INDENTURE Exhibit F FORM OF SUPPLEMENTAL INDENTURE CEO/CFO SOLVENCY CERTIFICATE INDENTURE dated as of September 20July 10, 2017 2014 by and among Viking Cruises LtdWind Acquisition Finance S.A., an exempted company incorporated with a public limited liability company (société anonyme) organized and existing under the laws of Bermuda (the “Company”)Grand Duchy of Luxembourg, having its registered office at ▇▇-▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-2540 Luxembourg and registered with the Guarantors (Luxembourg trade and companies register under number B109.825, as defined) party hereto and The Bank of New York Mellon Trust Company, N.A.Issuer. WIND Telecomunicazioni S.p.A., a national banking associationjoint stock company organized as a società per azioni under the laws of the Republic of Italy and subject to the direction and coordination of VimpelCom Limited, as trustee (in such capacityGuarantor, the “Deutsche Bank Trust Company Americas, as Trustee”), Deutsche Bank AG, London Branch as Principal Paying Agent and Calculation Agent, Deutsche Bank Trust Company Americas, as U.S. Paying Agent, U.S. Registrar and U.S. Transfer Agent and Deutsche Bank Luxembourg S.A., as Luxembourg Listing Agent, Luxembourg Paying Agent, Transfer Agent and Registrar. The Company, the Guarantors Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defineddefined below) of the Company’s 5.875U.S. dollar-denominated 43/4% Senior Secured Notes due 2027 2020 (the “Fixed Rate Dollar Notes”):), the euro-denominated 4% Senior Secured Notes due 2020 (the “Fixed Rate Euro Notes”) and the euro-denominated Floating Rate Senior Secured Notes due 2020 (the “Floating Rate Notes” and, together with the Fixed Rate Dollar Notes and the Fixed Rate Euro Notes, the “Notes” ) and the Holders of any Additional Notes (as defined below).
Appears in 1 contract
Sources: Indenture (VimpelCom Ltd.)
Note Guarantees. Section 10.01 Note Guarantee 101 97 Section 10.02 Subordination of Guarantor Payments 99 Section 10.03 Limitation on Guarantor Liability 102 100 Section 10.03 10.04 Execution and Delivery 100 Section 10.05 Subrogation 101 Section 10.06 Benefits Acknowledged 101 Section 10.07 Release of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 101 Section 11.01 Satisfaction and Discharge 106 102 Section 11.02 Application of Trust Money 107 102 Section 12.01 [Reserved] 108 103 Section 12.02 Notices 108 103 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 [Reserved] 105 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 105 Section 12.05 Statements Required in Certificate or Opinion 109 105 Section 12.06 Rules by Trustee and Agents 110 106 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 106 Section 12.08 Governing Law; Law 106 Section 12.09 Waiver of Jury Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 106 Section 12.10 [Reserved] 106 Section 12.11 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 106 Section 12.12 Severability 111 Successors 107 Section 12.13 Severability 107 Section 12.14 Counterpart Originals 112 107 Section 12.14 12.15 Table of Contents, Headings, etc. 107 Section 12.16 Security Advice Waiver 107 Section 12.17 Patriot Act 107 Section 12.18 Judgment Currency 107 Section 13.01 Agreement to Subordinate 108 Section 13.02 Liquidation; Dissolution; Bankruptcy 108 Section 13.03 Default on Designated Senior Debt 109 Section 13.04 Acceleration of Notes 110 Section 13.05 When Distribution Must Be Paid Over 110 Section 13.06 Notice by the Company 110 Section 13.07 Subrogation 110 Section 13.08 Relative Rights 111 Section 13.09 Subordination May Not Be Impaired by the Company and Guarantors 111 Section 13.10 Distribution or Notice to Representative 111 Section 13.11 Rights of Trustee and Paying Agent 112 Section 12.15 Judgment Currency 13.12 Authorization to Effect Subordination 112 Section 12.16 FATCA 112 EXHIBITS Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE A Form of Note Exhibit B FORM OF CERTIFICATE OF TRANSFER Form of Certificate of Transfer Exhibit C FORM OF CERTIFICATE OF EXCHANGE Form of Certificate of Exchange Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE Form of Note Guarantee INDENTURE, dated as of September 20July 6, 2017 2017, among Viking Cruises Ltd▇▇▇▇▇▇ Inc., an exempted company incorporated with limited liability organized under the laws of Bermuda a Delaware corporation (the “Company”), the Guarantors (as defineddefined herein) party hereto and The Bank of New York Mellon Trust Companylisted on the signature pages hereto, N.A., a national banking associationDeutsche Trustee Company Limited, as trustee (in such capacityTrustee, the “Trustee”). The CompanyDeutsche Bank AG, the Guarantors London Branch, as Principal Paying Agent, and the Trustee agree Deutsche Bank Luxembourg S.A., as follows for the benefit of each other Transfer Agent and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):Registrar.
Appears in 1 contract
Sources: Indenture (Belden Inc.)
Note Guarantees. Section 10.01 11.01 Guarantee 101 107 Section 10.02 11.02 Limitation on Guarantor Liability 102 108 Section 10.03 Execution and Delivery 11.03 Evidence of Note Guarantee 104 108 Section 10.04 11.04 Guarantors May Consolidate, etc., on Certain Terms 105 109 Section 10.05 Note Guarantees Release 105 11.05 Guarantee Releases 109 Section 11.01 12.01 Satisfaction and Discharge 106 111 Section 11.02 12.02 Application of Trust Money 107 112 Section 12.01 [Reserved] 108 13.01 Relation to Trust Indenture Act 112 Section 12.02 13.02 Notices 108 112 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 13.03 Certificate and Opinion as to Conditions Precedent 109 113 Section 12.05 13.04 Statements Required in Certificate or Opinion 109 114 Section 12.06 13.05 Rules by Trustee and Agents 110 114 Section 12.07 13.06 No Personal Liability of Directors, Officers, Employees and Stockholders 110 114 Section 12.08 13.07 Entire Agreement 114 Section 13.08 Governing Law; Waiver of Trial by Jury 110 Law 114 Section 12.09 Consent to 13.09 Jurisdiction and Service of Process 110 115 Section 12.10 13.10 No Adverse Interpretation of Other Agreements 111 115 Section 12.11 13.11 Successors 111 115 Section 12.12 13.12 Severability 111 115 Section 12.13 13.13 Counterpart Originals 112 115 Section 12.14 13.14 Table of Contents, Headings, etc. 112 116 Section 12.15 Judgment Currency 112 13.15 Payment Date Other Than a Business Day 116 Section 12.16 FATCA 112 13.16 Evidence of Action by Holders 116 Section 13.17 Force Majeure 116 Section 13.18 U.S.A. PATRIOT Act 117 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE dated as of September May 20, 2017 2021 among Viking Cruises LtdRENEWABLE ENERGY GROUP, an exempted company incorporated with limited liability organized under the laws of Bermuda INC., a Delaware corporation (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust CompanyUMB BANK, N.A., a national banking association, 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) of the Company’s 5.875% Senior Secured Green Notes due 2027 2028 (the “Notes”):
Appears in 1 contract
Note Guarantees. Section 10.01 11.01 Guarantee 101 61 Section 10.02 11.02 Limitation on Guarantor Liability 102 61 Section 10.03 11.03 Execution and Delivery of Note Guarantee 104 61 Section 10.04 11.04 Guarantors May Consolidate, etc., on Certain Terms 105 62 Section 10.05 Note Guarantees Release 105 11.05 Releases 62 iii Article 12 SATISFACTION AND DISCHARGE Section 11.01 12.01 Satisfaction and Discharge 106 63 Section 11.02 12.02 Application of Trust Money 107 63 Article 13 MISCELLANEOUS Section 12.01 [Reserved] 108 13.01 Notices 64 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 13.02 Certificate and Opinion as to Conditions Precedent 109 64 Section 12.05 13.03 Statements Required in Certificate or Opinion 109 64 Section 12.06 13.04 Rules by Trustee and Agents 110 64 Section 12.07 13.05 No Personal Liability of Directors, Officers, Employees and Stockholders 110 65 Section 12.08 13.06 Governing Law; Waiver of Trial by Jury 110 Jurisdiction 65 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 13.07 No Adverse Interpretation of Other Agreements 111 65 Section 12.11 13.08 Successors 111 65 Section 12.12 13.09 Severability 111 65 Section 12.13 13.10 Counterpart Originals 112 65 Section 12.14 13.11 Table of Contents, Headings, etc. 112 etc 65 Section 12.15 Judgment Currency 112 13.12 Force Majeure 65 Section 12.16 FATCA 112 13.13 U.S.A. Patriot Act 65 Section 13.14 JURY TRIAL WAIVER 65 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE Exhibit G FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT Exhibit H FORM OF PARITY LIEN INTERCREDITOR AGREEMENT INDENTURE dated as of September 20January 25, 2017 2021 among Viking Cruises LtdUrban One, an exempted company incorporated with limited liability organized under the laws of Bermuda Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Companydefined below), N.A.Wilmington Trust, a national banking associationNational Association, as trustee (in such capacity, the “Trustee”) and Wilmington Trust, National Association, as collateral agent (in such capacity, the “Notes Collateral Agent”). The Company, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defineddefined below) of the Company’s 5.8757.375% Senior Secured Notes due 2027 2028 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Urban One, Inc.)
Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 Note Guarantees 85 SECTION 12.2 Execution and Delivery of Note Guarantee 104 Section 10.04 86 SECTION 12.3 Severability 87 SECTION 12.4 Limitation of Guarantors’ Liability 87 SECTION 12.5 Guarantors May Consolidate, etcEtc., on Certain Terms 105 Section 10.05 Note Guarantees 87 SECTION 12.6 [Intentionally Omitted] 88 SECTION 12.7 Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of a Guarantor 88 SECTION 12.8 Benefits Acknowledged 88 SECTION 12.9 Future Guarantors 88 SECTION 13.1 Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Indenture Act Controls 89 SECTION 13.2 Notices 108 Section 12.03 89 SECTION 13.3 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 90 SECTION 13.4 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 91 SECTION 13.5 Statements Required in Certificate or Opinion 109 Section 12.06 91 SECTION 13.6 Rules by Trustee and Agents 110 Section 12.07 91 SECTION 13.7 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 91 SECTION 13.8 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 Law 91 SECTION 13.9 No Adverse Interpretation of Other Agreements 111 Section 12.11 92 SECTION 13.10 Successors 111 Section 12.12 92 SECTION 13.11 Severability 111 Section 12.13 92 SECTION 13.12 Counterpart Originals 112 Section 12.14 92 SECTION 13.13 Table of Contents, Headings, etcEtc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 92 SECTION 13.14 Acts of Holders 92 SECTION 13.15 Intercreditor Agreement 93 EXHIBITS Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL 6.750% SENIOR SECURED NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER NOTATIONAL GUARANTEE Exhibit C FORM OF CERTIFICATE OF EXCHANGE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S SCHEDULES Schedule A Mortgaged Property Schedule B Post-Closing Matters This Indenture, dated as of September 20May 19, 2017 2017, is by and among Viking Cruises LtdSalem Media Group, an exempted company incorporated with limited liability organized under the laws of Bermuda Inc., a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defineddefined herein) party hereto and The U.S. Bank of New York Mellon Trust Company, N.A., a national banking associationNational Association., as trustee (in such capacity and not in its individual capacity, the “Trustee”) and collateral agent (in such capacity and not in its individual capacity, the “Collateral Agent”). The Company, the Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders holders of (i) the Issuer’s 6.750% Senior Secured Notes due 2024 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Initial Notes”) and (ii) Additional Notes (as defineddefined herein) of issued from time to time (together with the Company’s 5.875% Senior Notes due 2027 (Initial Notes, the “Notes”):).
Appears in 1 contract
Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 SECTION 10.1 Note Guarantees 83 SECTION 10.2 Execution and Delivery of Note Guarantee 104 Section 10.04 84 SECTION 10.3 Severability 85 SECTION 10.4 Limitation of Guarantors’ Liability 85 SECTION 10.5 Releases Following Sale of Assets 85 SECTION 10.6 Benefits Acknowledged 86 SECTION 10.7 Future Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of 86
SECTION 11.1 Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Indenture Act Controls 86 SECTION 11.2 Notices 108 Section 12.03 86 SECTION 11.3 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 87 SECTION 11.4 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 87 SECTION 11.5 Statements Required in Certificate or Opinion 109 Section 12.06 88 SECTION 11.6 Rules by Trustee and Agents 110 Section 12.07 88 SECTION 11.7 No Personal Liability of Directors, Officers, Employees Employees, Stockholders and Stockholders 110 Section 12.08 the Trustee 88 SECTION 11.8 Governing Law; Law and Waiver of Jury Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 89 SECTION 11.9 No Adverse Interpretation of Other Agreements 111 Section 12.11 89 SECTION 11.10 Successors 111 Section 12.12 89 SECTION 11.11 Severability 111 Section 12.13 89 SECTION 11.12 Counterpart Originals 112 Section 12.14 89 SECTION 11.13 Table of Contents, Headings, etcEtc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 90 SECTION 11.14 Qualification of Indenture 90 SECTION 11.15 Force Majeure 90 SECTION 12.1 Limitation on Restricted Payments 90 SECTION 12.2 Incurrence of Debt and Issuance of Preferred Stock 96 SECTION 12.3 Provision of Financial Information 99 SECTION 12.4 Suspension of Covenants Applicable to Delaware 100 SECTION 12.5 Corporate Existence 101 SECTION 12.6 Books and Records 101 EXHIBITS Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL 10.75% SENIOR NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER NOTATIONAL GUARANTEE Exhibit C FORM OF CERTIFICATE OF EXCHANGE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S This Indenture, dated as of September 20July 9, 2017 2009, is by and among Viking Cruises LtdToys “R” Us Property Company I, an exempted company incorporated with LLC (formerly known as TRU 2005 RE Holding Co. LLC), a Delaware limited liability organized under the laws of Bermuda company (the “Company”), the Guarantors (as defineddefined herein), Toys “R” Us, Inc. (“Parent”) party hereto (with respect to Article XII and provisions related thereto only) and The Bank of New York Mellon Trust Company, N.A., a national banking associationMellon, as trustee (in such capacity, the “Trustee”). The Company, the Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders holders of (as definedi) of the Company’s 5.87510.75% Senior Notes due 2027 2017 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Initial Notes”) and (ii) Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement or pursuant to an effective registration statement under the Securities Act without the restrictive legends in Exhibit A (the “Exchange Notes” and together with the Initial Notes, the “Notes”):).
Appears in 1 contract
Note Guarantees. Section 10.01 11.01 Guarantee 101 86 Section 10.02 11.02 Subordination of Note Guarantee 87 Section 11.03 Limitation on Guarantor Liability 102 87 Section 10.03 11.04 Execution and Delivery of Note Guarantee 104 87 Section 10.04 11.05 Releases Following Sale of Assets 88 Section 11.06 Additional Guarantors May Consolidate, etc., on Certain Terms 105 88 Section 10.05 Note Guarantees Release 105 11.07 Notation Not Required 88 Section 11.01 Satisfaction 11.08 Successors and Discharge 106 Assigns 88 Section 11.02 Application of Trust Money 107 11.09 No Waiver 89 Section 11.10 Modification 89 Section 12.01 [Reserved] 108 Trust Indenture Act Controls 89 Section 12.02 Notices 108 89 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 90 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 90 Section 12.05 Statements Required in Certificate or Opinion 109 91 Section 12.06 Rules by Trustee and Agents 110 91 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 91 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 92 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 92 Section 12.10 Successors 92 Section 12.11 Successors 111 Severability 92 Section 12.12 Severability 111 Counterpart Originals 92 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etcEtc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 92 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER NOTE GUARANTEE Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE Schedule I GUARANTORS INDENTURE dated as of September 20[ ], 2017 2007 among Viking Cruises LtdSpectrum Brands, an exempted company incorporated with limited liability organized under the laws of Bermuda Inc., a Wisconsin corporation (the “Company”), the Guarantors (as defined) party listed in Schedule I hereto and The Bank of New York Mellon Trust Company[▇▇▇▇▇ Fargo Bank, N.A., a national banking association], 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 proportionate benefit of the Holders (as defined) of the Company’s 5.875% [Variable Rate Toggle Interest Pay-In-Kind Senior Subordinated Notes due 2027 (the “Notes”):2013].
Appears in 1 contract
Sources: Indenture (Spectrum Brands, Inc.)
Note Guarantees. Section 10.01 10.01. Guarantee 101 130 Section 10.02 10.02. Limitation on Guarantor Liability 102 131 Section 10.03 10.03. Execution and Delivery of Note Guarantee 104 131 Section 10.04 10.04. Guarantors May Consolidate, etc., on Certain Terms 105 132 Section 10.05 Note Guarantees Release 105 10.05. Releases 133 Section 11.01 11.01. Satisfaction and Discharge 106 135 Section 11.02 11.02. Application of Trust Money 107 136 Section 12.01 12.01. [Reserved] 108 137 Section 12.02 12.02. Notices 108 137 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 12.03. [Reserved] 138 Section 12.04 12.04. Certificate and Opinion as to Conditions Precedent 109 138 Section 12.05 12.05. Statements Required in Certificate or Opinion 109 138 Section 12.06 12.06. Rules by Trustee and Agents 110 139 Section 12.07 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders 110 139 Section 12.08 12.08. Governing Law; Waiver of Trial by Jury 110 Law 139 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 12.09. No Adverse Interpretation of Other Agreements 111 139 Section 12.11 12.10. Successors 111 139 Section 12.12 12.11. Severability 111 140 Section 12.13 12.12. Counterpart Originals 112 140 Section 12.14 12.13. Table of Contents, Headings, etc. 112 140 Section 12.15 Judgment Currency 112 12.14. Force Majeure 140 Section 12.16 FATCA 112 12.15. Waiver of Jury Trial 141 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE SUPPLEMENTAL INDENTURE Exhibit F FORM OF SUPPLEMENTAL INDENTURE CERTIFICATE OF BENEFICIAL OWNERSHIP INDENTURE dated as of September 20March 10, 2017 2025 among Viking Cruises LtdAcadia Healthcare Company, an exempted company incorporated with limited liability organized under the laws of Bermuda Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) party hereto and The U.S. Bank of New York Mellon Trust Company, N.A., a national banking associationNational Association, as trustee (in such capacity, the “Trustee”)trustee. The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.8757.375% Senior Notes due 2027 2033 (the “Notes”):
Appears in 1 contract
Note Guarantees. Section 10.01 Guarantee 101 12.1 NOTE GUARANTEES 118 Section 10.02 Limitation on Guarantor Liability 102 12.2 EXECUTION AND DELIVERY OF NOTE GUARANTEE 119 Section 10.03 Execution and Delivery of Note Guarantee 104 12.3 SEVERABILITY 120 Section 10.04 Guarantors May Consolidate12.4 LIMITATION OF GUARANTORS’ LIABILITY 120 Section 12.5 [INTENTIONALLY OMITTED] 120 Section 12.6 [INTENTIONALLY OMITTED] 120 Section 12.7 RELEASE OF A GUARANTY 120 Section 12.8 BENEFITS ACKNOWLEDGED 121 Section 12.9 FUTURE GUARANTORS 121
Section 13.1 TRUST INDENTURE ACT CONTROLS 121 Section 13.2 NOTICES 121 Section 13.3 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES 123 Section 13.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT 123 Section 13.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION 124 Section 13.6 RULES BY TRUSTEE AND AGENTS 124 Section 13.7 NO PERSONAL LIABILITY OF DIRECTORS, etc.OFFICERS, on Certain Terms 105 EMPLOYEES AND STOCKHOLDERS 124 Section 10.05 Note Guarantees Release 105 13.8 GOVERNING LAW 125 Section 11.01 Satisfaction and Discharge 106 13.9 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS 125 Section 11.02 Application of Trust Money 107 13.10 SUCCESSORS 125 Section 12.01 [Reserved] 108 13.11 SEVERABILITY 125 Section 12.02 Notices 108 13.12 COUNTERPART ORIGINALS 125 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 13.13 TABLE OF CONTENTS, HEADINGS, ETC. 125 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 Statements Required in Certificate or Opinion 109 Section 12.06 Rules by Trustee and Agents 110 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 13.14 ACTS OF HOLDERS 126 EXHIBITS Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL SENIOR NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER NOTATIONAL GUARANTEE Exhibit C FORM OF CERTIFICATE OF EXCHANGE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS This Indenture, dated as of September 20January [ ], 2017 2019, is by and among Viking Cruises LtdMonitronics International, an exempted company incorporated with limited liability organized under the laws of Bermuda Inc., a Texas corporation (the “Company” or the “Issuer”), the Guarantors (as defineddefined herein) party hereto and The Bank of New York Mellon Ankura Trust Company, N.A., a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”) and collateral agent for the Notes (in such capacity and not in its individual capacity, the “Notes Collateral Agent”). The Company, the Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders holders of (i) the Issuer’s 5.500%/6.500% Senior Secured Second Lien Cashpay/PIK Notes due 2023 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Initial Notes”), (ii) any Additional Notes (as defineddefined herein) of issued from time to time and (iii) any PIK Notes (as defined herein, together with the Company’s 5.875% Senior Initial Notes due 2027 (and Additional Notes, the “Notes”):) issued from time to time.
Appears in 1 contract
Sources: Indenture (LiveWatch Security, LLC)
Note Guarantees. Section 10.01 Guarantee 101 99 Section 10.02 Limitation on Guarantor Liability 102 100 Section 10.03 Execution and Delivery of Note Guarantee 104 101 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 101 Section 10.05 Note Guarantees Release 105 Releases 102 ARTICLE XI SATISFACTION AND DISCHARGE Section 11.01 Satisfaction and Discharge 106 102 Section 11.02 Application of Trust Money 107 103 ARTICLE XII MISCELLANEOUS Section 12.01 Concerning the Trust Indenture Act 104 Section 12.02 Notices 104 Section 12.03 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 105 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 105 Section 12.05 Statements Required in Certificate or Opinion 109 105 Section 12.06 Rules by Trustee and Agents 110 106 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Unitholders 106 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 106 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 106 Section 12.10 Successors 106 Section 12.11 Successors 111 Severability 106 Section 12.12 Severability 111 Counterpart Originals 106 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 107 ARTICLE XIII COLLATERAL Section 13.01 The Collateral 107 Section 13.02 Maintenance of Collateral; Further Assurances 108 Section 13.03 After-Acquired Property 108 Section 13.04 Amendment of Security Interest 109 Section 13.05 Real Estate Mortgages and Filings 109 Section 13.06 Release of Liens on the Collateral 112 Section 12.15 Judgment Currency 112 13.07 Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents 113 Section 12.16 FATCA 112 13.08 Information Regarding Collateral 114 Section 13.09 Negative Pledge 114 Section 13.10 Regarding the Collateral Agent 115 Section 13.11 Conflicts 117 Exhibit A1 A-1 FORM OF 2029 NOTE Exhibit A2 A-2 FORM OF REGULATION S TEMPORARY GLOBAL 2032 NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20February 2, 2017 2024 among Viking Cruises LtdNGL Energy Operating LLC, an exempted company incorporated with a Delaware limited liability organized under company (the laws “Operating LLC”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Operating LLC, the “Issuers”), each a wholly owned subsidiary of Bermuda NGL Energy Partners LP, a Delaware limited partnership (the “Company”), the Guarantors (as defineddefined herein) party hereto and The U.S. Bank of New York Mellon Trust Company, N.A., a national banking associationNational Association, as trustee with respect to the 2029 Notes and with respect to the 2032 Notes (in such capacity, the “Trustee”) and as collateral agent with respect to the 2029 Notes and with respect to the 2032 Notes (in such capacity, the “Collateral Agent”). The CompanyIssuers, 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 defineddefined herein) of the Company’s 5.875% Senior each series of Notes due 2027 (the “Notes”):as defined herein), respectively:
Appears in 1 contract
Sources: Indenture (NGL Energy Partners LP)
Note Guarantees. Section 10.01 Note Guarantee 101 Section 10.02 Subordination of Guarantor Payments 102 Section 10.03 Limitation on Guarantor Liability 102 103 Section 10.03 10.04 Execution and Delivery 103 Section 10.05 Subrogation 104 Section 10.06 Benefits Acknowledged 104 Section 10.07 Release of Note Guarantee Guarantees 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Section 11.01 Satisfaction and Discharge 106 105 Section 11.02 Application of Trust Money 107 106 Section 12.01 [Reserved] 108 106 Section 12.02 Notices 108 107 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 [Reserved] 108 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 108 Section 12.05 Statements Required in Certificate or Opinion 109 Section 12.06 Rules by Trustee and Agents 110 109 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 Governing Law; Waiver of Trial by Jury Law 110 Section 12.09 Consent to Jurisdiction and Service Waiver of Process Jury Trial 110 Section 12.10 [Reserved] 110 Section 12.11 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 110 Section 12.12 Successors 110 Section 12.13 Severability 111 Section 12.13 12.14 Counterpart Originals 112 111 Section 12.14 12.15 Table of Contents, Headings, etc. 112 111 Section 12.15 12.16 Security Advice Waiver 111 Section 12.17 Patriot Act 111 Section 12.18 Judgment Currency 112 Section 12.16 FATCA 13.01 Agreement to Subordinate 112 Section 13.02 Liquidation; Dissolution; Bankruptcy 112 Section 13.03 Default on Designated Senior Debt 113 Section 13.04 Acceleration of Notes 114 Section 13.05 When Distribution Must Be Paid Over 114 Section 13.06 Notice by the Company 115 Section 13.07 Subrogation 115 Section 13.08 Relative Rights 115 Section 13.09 Subordination May Not Be Impaired by the Company and Guarantors 116 Section 13.10 Distribution or Notice to Representative 116 Section 13.11 Rights of Trustee and Paying Agent 116 Section 13.12 Authorization to Effect Subordination 117 EXHIBITS Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE A Form of Note Exhibit B FORM OF CERTIFICATE OF TRANSFER Form of Certificate of Transfer Exhibit C FORM OF CERTIFICATE OF EXCHANGE Form of Certificate of Exchange Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE Form of Note Guarantee INDENTURE, dated as of September 20October 10, 2017 2016, among Viking Cruises Ltd▇▇▇▇▇▇ Inc., an exempted company incorporated with limited liability organized under the laws of Bermuda a Delaware corporation (the “Company”), the Guarantors (as defineddefined herein) party hereto and The Bank of New York Mellon Trust Companylisted on the signature pages hereto, N.A., a national banking associationDeutsche Trustee Company Limited, as trustee (in such capacityTrustee, the “Trustee”). The CompanyDeutsche Bank AG, the Guarantors London Branch as Principal Paying Agent and the Trustee agree Deutsche Bank Luxembourg S.A., as follows for the benefit of each other Transfer Agent and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):Registrar.
Appears in 1 contract
Sources: Indenture (Belden Inc.)
Note Guarantees. Section 10.01 Guarantee 101 Guarantee. 82 Section 10.02 Limitation on Guarantor Liability 102 Liability. 83 Section 10.03 Execution and Delivery of Note Guarantee 104 Guarantee. 83 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Subrogation; Benefits Acknowledged. 83 Section 10.05 Note Guarantees Release 105 Releases. 84 Section 11.01 Satisfaction and Discharge 106 Discharge. 84 Section 11.02 Application of Trust Money 107 Money. 85 Section 12.01 [Reserved] 108 Collateral Trustee. 85 Section 12.02 Notices 108 Intercreditor Agreement. 86 Section 12.03 Security Documents. 86 Section 12.04 Recordings and Opinions. 87 Section 12.05 Release of Security Interests. 87 Section 12.06 Use of Collateral Without Release. 88 Section 12.07 Authorization of Actions to Be Taken by the Trustee Under the Security Documents. 88 Section 12.08 Authorization of Receipt of Funds by the Trustee under the Documents. 88 Section 12.09 Enforcement of Liens. 89 Section 12.10 Further Assurances; Insurance. 89 Section 12.11 Amendment. 90 Section 13.01 Trust Indenture Act Controls. 91 Section 13.02 Notices. 91 Section 13.03 Communication by Holders of Notes with Other Holders of Notes 109 Notes. 92 Section 12.04 13.04 Certificate and Opinion as to Conditions Precedent 109 Precedent. 92 Section 12.05 13.05 Statements Required in Certificate or Opinion 109 Opinion. 93 Section 12.06 13.06 Rules by Trustee and Agents 110 Agents. 93 Section 12.07 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Stockholders. 93 Section 12.08 13.08 Governing Law; Waiver of Trial by Jury 110 . 93 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 13.09 No Adverse Interpretation of Other Agreements 111 Agreements. 93 Section 12.11 Successors 111 13.10 Successors. 94 Section 12.12 Severability 111 13.11 Severability. 94 Section 12.13 13.12 Counterpart Originals 112 Originals. 94 Section 12.14 13.13 Table of Contents, Headings, etc. 112 94 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 13.14 Force Majeure. 94 Schedule I REAL PROPERTIES Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE NOTATION OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR GUARANTEE Exhibit E FORM OF NOTATION OF GUARANTEE MORTGAGE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE LOCAL COUNSEL OPINIONS INDENTURE, dated as of September 20October 7, 2017 2013, among Viking Cruises LtdTitan International, Inc., an exempted company incorporated with limited liability organized under the laws of Bermuda Illinois corporation (the “Company”), the Guarantors (as defined) party hereto and The U.S. Bank of New York Mellon Trust Company, N.A.National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and collateral trustee (the “Collateral Trustee”). The Company, the Guarantors Guarantors, the Trustee and the Collateral Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.875$400,000,000 6.875% Senior Secured Notes due 2027 2020 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Titan International Inc)
Note Guarantees. Section 10.01 7.1 Note Guarantees 86 Section 7.2 Note Guarantee 101 Unconditional 86 Section 10.02 Limitation on Guarantor Liability 102 7.3 Discharge Reinstatement 87 Section 10.03 7.4 Waiver by the Guarantors 87 Section 7.5 Subrogation and Contribution 88 Section 7.6 Stay of Acceleration 88 Section 7.7 Execution and Delivery of Note Guarantee 104 Guarantees 88 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 7.8 Purpose of Note Guarantees 88 Section 7.9 Future Guarantors 88 Section 7.10 Release 105 of Note Guarantees 89 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application 8.1 Duties of Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 Statements Required in Certificate or Opinion 109 Section 12.06 Rules by Trustee and Agents 110 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20, 2017 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, 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 90 Section 8.2 Certain Rights of the Trustee; Performance of Trustee’s Duties 91 Section 8.3 Resignation and Removal; Appointment of Successor Trustee; Eligibility 94 Section 8.4 Acceptance of Appointment by Successor Trustee 95 Section 8.5 Trustee Fees and Expenses; Indemnity 96 Section 8.6 Documents Furnished to the Holders (as defined) 97 Section 8.7 Merger, Conversion, Consolidation and Succession 97 Section 8.8 Eligibility; Disqualification 98 Section 8.9 Money Held in Trust 98 Section 8.10 No Action Except Under Specified Documents or Instructions 98 Section 8.11 Not Acting in its Individual Capacity 98 Section 8.12 Maintenance of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):Agencies 98 Section 8.13 Co-Trustees and Separate Trustees 99
Appears in 1 contract
Sources: Indenture (Auna S.A.)
Note Guarantees. Section 10.01 Guarantee 101 81 Section 10.02 Limitation on Guarantor Liability 102 82 Section 10.03 Execution and Delivery of Note Guarantee 104 82 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 83 Section 10.05 Note Guarantees Release 105 Releases 83 Section 11.01 Satisfaction and Discharge 106 84 Section 11.02 Application of Trust Money 107 85 Section 12.01 [Reserved] 108 Trust Indenture Act Controls 85 Section 12.02 Notices 108 86 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 87 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 87 Section 12.05 Statements Required in Certificate or Opinion 109 87 Section 12.06 Rules by Trustee and Agents 110 87 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 87 Section 12.08 Governing Law; Law 88 Section 12.09 Waiver of Jury Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 88 Section 12.10 No Adverse Interpretation of Other Agreements 111 88 Section 12.11 Successors 111 88 Section 12.12 Severability 111 88 Section 12.13 Counterpart Originals 112 88 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 88 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September January 20, 2017 2009 among Viking Cruises LtdMetroPCS Wireless, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”)Inc., a Delaware corporation, the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, 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) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):trustee.
Appears in 1 contract
Note Guarantees. Section 10.01 Guarantee 101 Guarantee. 87 Section 10.02 Limitation on Guarantor Liability 102 Liability. 88 Section 10.03 Execution and Delivery of Note Guarantee 104 Guarantee. 88 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Releases. 88 Section 10.05 Note Guarantees Release 105 Contribution 89 Section 11.01 Satisfaction and Discharge 106 Discharge. 89 Section 11.02 Application of Trust Money 107 Money. 90 Section 12.01 [Reserved] 108 Notices. 91 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Notes. 92 Section 12.04 12.03 Certificate and Opinion as to Conditions Precedent 109 Precedent. 92 Section 12.05 12.04 Statements Required in Certificate or Opinion 109 Opinion. 92 Section 12.06 12.05 Rules by Trustee and Agents 110 Agents. 92 Section 12.07 12.06 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Stockholders. 93 Section 12.07 Governing Law. 93 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Agreements. 93 Section 12.09 Successors. 93 Section 12.10 Severability. 93 Section 12.11 Successors 111 Counterpart Originals. 93 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 94 Section 12.15 Judgment Currency 112 12.13 Note Purchases by Company and Affiliates. 94 Section 12.16 FATCA 112 12.14 U.S.A. PATRIOT Act. 94 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20October 30, 2017 2015, among Viking Cruises LtdJarden Corporation, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”)a Delaware corporation, the Guarantors (as defined) party hereto defined below), and The Bank of New York Mellon Trust Company▇▇▇▇▇ Fargo, N.A., a national banking associationNational Association, as trustee (in such capacity, the “Trustee”)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 defineddefined below) of the Company’s 5.8755% Senior Notes due 2027 2023 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Jarden Corp)
Note Guarantees. Note Guarantees 71 Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 11.02 Execution and Delivery of Note Guarantee 104 Guarantees 72 Section 10.04 11.03 Severability 72 Section 11.04 Limitation of Guarantors’ Liability 72 Section 11.05 Releases of Guarantors May Consolidate, etc., on Certain Terms 105 72 Section 10.05 Note Guarantees Release 105 11.06 Benefits Acknowledged 73 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of Trust Money 107 11.07 Future Guarantors 73 Section 12.01 [Reserved] 108 74 Section 12.02 Notices 108 74 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 [Reserved] 75 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 75 Section 12.05 Statements Required in Certificate or Opinion 109 75 Section 12.06 Rules by Trustee Holders and Agents 110 76 Section 12.07 Calculation of Foreign Currency Amounts 76 Section 12.08 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Shareholders 76 Section 12.08 12.09 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent Submission to Jurisdiction and Service of Process 110 76 Section 12.10 No Adverse Interpretation of Other Agreements 111 76 Section 12.11 Successors 111 76 Section 12.12 Severability 111 76 Section 12.13 Counterpart Originals 112 76 Section 12.14 Table of Contents, Headings, etc. 112 77 Section 12.15 Judgment Currency 112 Waiver of Jury Trial 77 Section 12.16 FATCA 112 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION Patriot Act Compliance 77 Section 13.01 Grant of Security Interest 77 Section 13.02 Release of Collateral 79 Section 13.03 Form and Sufficiency of Release 79 Section 13.04 Purchaser Protected 79 Section 13.05 Authorization of Actions to Be Taken by the Collateral Agent Under the Collateral Documents 80 Section 13.06 Authorization of Receipt of Funds by the Collateral Agent Under the Collateral Documents 81 Section 13.07 Intercreditor Agreement 82 Section 13.08 Reliance by Collateral Agent 82 SCHEDULE 1.01 — Immaterial Subsidiaries EXHIBIT A — Form of 8.75% Senior Secured Second Lien Note due 2030 EXHIBIT B — Form of Certificate to be Delivered in Connection with Transfers Pursuant to Rule 144A EXHIBIT C — Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE INDENTURE, dated as of September 20May 19, 2017 2025, by and among Viking Cruises Ltd▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Enterprises, an exempted company incorporated with limited liability organized under the laws of Bermuda Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) party hereto (together with their respective successors and The Bank of New York Mellon assigns, the “Guarantors”), GLAS Trust Company, N.A.Company LLC, a national banking associationNew Hampshire limited liability company, in its separate capacities as trustee (in such capacity, the “Trustee”) and as collateral agent (the “Collateral Agent”). The Company, the Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders of the Notes (as defineddefined below) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):issued under this Indenture.
Appears in 1 contract
Sources: Intercreditor Agreement (Babcock & Wilcox Enterprises, Inc.)
Note Guarantees. Section 10.01 Guarantee 101 82 Section 10.02 Limitation on Guarantor Liability 102 83 Section 10.03 Execution and Delivery of Notation of Note Guarantee 104 83 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 84 Section 10.05 Note Guarantees Release 105 Releases 84 Section 11.01 Satisfaction and Discharge 106 85 Section 11.02 Application of Trust Money 107 86 Section 12.01 TIA Not Applicable 87 Section 12.02 Notices 87 Section 12.03 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 88 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 88 Section 12.05 Statements Required in Certificate or Opinion 109 88 Section 12.06 Rules by Trustee and Agents 110 88 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Unitholders 89 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 89 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 89 Section 12.10 Successors 89 Section 12.11 Successors 111 Severability 89 Section 12.12 Severability 111 Counterpart Originals 89 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 89 Section 12.14 Payment Date Other Than a Business Day 89 Section 12.15 Judgment Currency 112 Evidence of Action by Holders 90 Section 12.16 FATCA 112 U.S.A. Patriot Act 90 Section 12.17 Force Majeure 90 Section 12.18 Waiver of Jury Trial 90 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE NOTATION OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR GUARANTEE Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS THIS INDENTURE dated as of September 20November 10, 2017 2020, is among Viking Cruises LtdAntero Midstream Partners LP, an exempted company incorporated a Delaware limited partnership (“Antero Midstream Partners”), and Antero Midstream Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with limited liability organized under the laws of Bermuda (Antero Midstream Partners, the “CompanyIssuers”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust CompanyW▇▇▇▇ Fargo Bank, N.A.National Association, a national banking association, as trustee (in such capacity, the “Trustee”)trustee. The CompanyIssuers, the Guarantors and the Trustee (as defined) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.8757.875% Senior Notes due 2027 2026 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Antero Midstream Corp)
Note Guarantees. Section 10.01 Guarantee 101 84 Section 10.02 Limitation on Guarantor Liability 102 85 Section 10.03 Execution and Delivery of Note Guarantee 104 86 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 86 Section 10.05 Note Guarantees Release 105 Releases 87 Section 11.01 Satisfaction and Discharge 106 88 Section 11.02 Application of Trust Money 107 89 Section 12.01 [Reserved] 108 89 Section 12.02 Notices 108 89 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 90 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 90 Section 12.05 Statements Required in Certificate or Opinion 109 91 Section 12.06 Rules by Trustee and Agents 110 91 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 91 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 91 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Agreements. 91 Section 12.10 Successors 92 Section 12.11 Successors 111 Severability 92 Section 12.12 Severability 111 Counterpart Originals 92 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 92 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF NOTE GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE Exhibit G FORM OF POSITION REPRESENTATION This INDENTURE, dated as of September 2022, 2017 2021, is among Viking Cruises LtdCNX Midstream Partners LP, an exempted company incorporated with a Delaware limited liability organized under the laws of Bermuda partnership (the “CompanyIssuer”), the Guarantors subsidiary guarantors listed on the signature pages hereof (as definedeach, a “Guarantor” and collectively, the “Guarantors”) party hereto and The Bank of New York Mellon Trust CompanyUMB Bank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”)trustee. The CompanyIssuer, 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 CompanyIssuer’s 5.8754.750% Senior Notes due 2027 2030 (the “Notes”):
Appears in 1 contract
Sources: Indenture (CNX Resources Corp)
Note Guarantees. Section 10.01 Note Guarantee 101 98 Section 10.02 Subordination of Guarantor Payments 100 Section 10.03 Limitation on Guarantor Liability 102 100 Section 10.03 10.04 Execution and Delivery 101 Section 10.05 Subrogation 101 Section 10.06 Benefits Acknowledged 102 Section 10.07 Release of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 102 Section 11.01 Satisfaction and Discharge 106 102 Section 11.02 Application of Trust Money 107 103 Section 12.01 [Reserved] 108 104 Section 12.02 Notices 108 104 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 [Reserved] 106 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 106 Section 12.05 Statements Required in Certificate or Opinion 109 106 Section 12.06 Rules by Trustee and Agents 110 106 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 107 Section 12.08 Governing Law; Law 107 Section 12.09 Waiver of Jury Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 107 Section 12.10 [Reserved] 107 Section 12.11 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 107 Section 12.12 Severability 111 Successors 107 Section 12.13 Severability 107 Section 12.14 Counterpart Originals 112 108 Section 12.14 12.15 Table of Contents, Headings, etc. 108 Section 12.16 Security Advice Waiver 108 Section 12.17 Patriot Act 108 Section 12.18 Judgment Currency 108 Section 13.01 Agreement to Subordinate 109 Section 13.02 Liquidation; Dissolution; Bankruptcy 109 Section 13.03 Default on Designated Senior Debt 110 Section 13.04 Acceleration of Notes 110 Section 13.05 When Distribution Must Be Paid Over 111 Section 13.06 Notice by the Company 111 Section 13.07 Subrogation 111 Section 13.08 Relative Rights 112 Section 12.15 Judgment Currency 13.09 Subordination May Not Be Impaired by the Company and Guarantors 112 Section 12.16 FATCA 13.10 Distribution or Notice to Representative 112 Section 13.11 Rights of Trustee and Paying Agent 112 Section 13.12 Authorization to Effect Subordination 113 EXHIBITS Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE A Form of Note Exhibit B FORM OF CERTIFICATE OF TRANSFER Form of Certificate of Transfer Exhibit C FORM OF CERTIFICATE OF EXCHANGE Form of Certificate of Exchange Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE Form of Note Guarantee INDENTURE, dated as of September 20March 14, 2017 2018, among Viking Cruises Ltd▇▇▇▇▇▇ Inc., an exempted company incorporated with limited liability organized under the laws of Bermuda a Delaware corporation (the “Company”), the Guarantors (as defineddefined herein) party hereto and The Bank of New York Mellon Trust Companylisted on the signature pages hereto, N.A., a national banking associationDeutsche Trustee Company Limited, as trustee (in such capacityTrustee, the “Trustee”). The CompanyDeutsche Bank AG, the Guarantors London Branch, as Principal Paying Agent, and the Trustee agree Deutsche Bank Luxembourg S.A., as follows for the benefit of each other Transfer Agent and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):Registrar.
Appears in 1 contract
Sources: Indenture (Belden Inc.)
Note Guarantees. Section 10.01 Guarantee 101 Guarantee. 75 Section 10.02 Limitation on Guarantor Liability 102 Liability. 76 Section 10.03 Execution and Delivery of Note Guarantee 104 Guarantee. 77 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Terms. 78 Section 10.05 Note Guarantees Release 105 Releases. 79 Section 11.01 Satisfaction and Discharge 106 Discharge. 80 Section 11.02 Application of Trust Money 107 Money. 80 Section 12.01 [Reserved] 108 ]. 81 Section 12.02 Notices 108 Notices. 81 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 [Reserved]. 82 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 Precedent. 82 Section 12.05 Statements Required in Certificate or Opinion 109 Opinion. 82 Section 12.06 Rules by Trustee and Agents 110 Agents. 83 Section 12.07 No Personal Liability of Directors, Managers, Officers, Employees and Employees, Incorporators, Stockholders 110 or Members. 83 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Trial. 83 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Agreements. 83 Section 12.10 Successors. 83 Section 12.11 Successors 111 Severability. 83 Section 12.12 Severability 111 Counterpart Originals. 83 Section 12.13 Counterpart Originals 112 [Reserved]. 84 Section 12.14 Table of Contents, Headings, etc. 112 84 Section 12.15 Judgment Currency 112 U.S.A. Patriot Act. 84 Section 12.16 FATCA 112 Force Majeure. 84 Section 12.17 Jurisdiction; Consent to Service of Process. 84 Schedule 1 GUARANTORS ON THE ISSUE DATE Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20April 6, 2017 2018 among Viking Cruises LtdTronox Incorporated, an exempted company incorporated with limited liability organized under the laws a Delaware corporation, as Issuer, each of Bermuda (the “Company”), the Guarantors (as defineddefined herein) party hereto and The Bank of New York Mellon Trust CompanyWilmington Trust, N.A., a national banking associationNational Association, as trustee (in such capacity, the “Trustee”)trustee. The Company, the Guarantors Issuer 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 Company’s 5.8756.500% Senior Notes due 2027 2026 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Tronox LTD)
Note Guarantees. Section 10.01 Guarantee 101 132 Section 10.02 Limitation on Guarantor Liability 102 134 Section 10.03 Execution Issuance and Delivery of Note Guarantee 104 135 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 135 Section 10.05 Note Guarantees Release 105 Releases 136 Section 11.01 Satisfaction and Discharge 106 137 Section 11.02 Application of Trust Money 107 139 Section 12.01 Security 139 Section 12.02 Intercreditor Agreement 139 Section 12.03 Notes Collateral Agent 140 Section 12.04 Collateral Shared Equally and Ratably 141 Section 12.05 [Reserved] 108 141 Section 12.02 12.06 Release of Liens on Collateral 141 Section 12.07 Further Assurances 142 Section 13.01 [Reserved] 143 Section 13.02 Notices 108 143 Section 12.03 13.03 Communication by Holders of Notes with Other Holders of Notes 109 144 Section 12.04 13.04 Certificate and Opinion as to Conditions Precedent 109 144 Section 12.05 13.05 Statements Required in Certificate or Opinion 109 144 Section 12.06 13.06 Rules by Trustee and Agents 110 145 Section 12.07 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 145 Section 12.08 13.08 Governing Law; Waiver of Jury Trial by Jury 110 145 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 13.09 No Adverse Interpretation of Other Agreements 111 146 Section 12.11 13.10 Successors 111 146 Section 12.12 13.11 Severability 111 146 Section 12.13 13.12 Counterpart Originals 112 146 Section 12.14 13.13 Table of Contents, Headings, etc. 112 147 Section 12.15 Judgment Currency 112 13.14 U.S.A. Patriot Act 147 Section 12.16 FATCA 112 13.15 Force Majeure 147 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE SUPPLEMENTAL INDENTURE Exhibit F FORM OF SUPPLEMENTAL INDENTURE AGREEMENT TO PAY ADDITIONAL AMOUNTS INDENTURE dated as of September 20April 23, 2017 2024 among Viking Cruises LtdENDO FINANCE HOLDINGS, an exempted INC., a Delaware corporation (the “Issuer”), ENDO, INC., a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as defined herein) and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association and limited purpose trust company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking associationUnited States, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”). The CompanyIssuer, the Guarantors Parent, the Subsidiary Guarantors, the Trustee and the Trustee Notes Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defineddefined herein) of the Company’s 5.8758.500% Senior Secured Notes due 2027 2031 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Endo, Inc.)
Note Guarantees. Section 10.01 Guarantee 101 94 Section 10.02 Limitation on Guarantor Liability 102 95 Section 10.03 Execution and Delivery of Note Guarantee 104 Notation 95 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 95 Section 10.05 Note Guarantees Release 105 Releases 96 Section 11.01 Satisfaction and Discharge 106 97 Section 11.02 Application of Trust Money 107 98 Section 12.01 Concerning the Trust Indenture Act 98 Section 12.02 Notices 98 Section 12.03 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 99 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 99 Section 12.05 Statements Required in Certificate or Opinion 109 99 Section 12.06 Rules by Trustee and Agents 110 100 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Unitholders 100 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 100 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 100 Section 12.10 Successors 100 Section 12.11 Successors 111 Severability 100 Section 12.12 Severability 111 Counterpart Originals 100 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 101 Section 12.15 Judgment Currency 112 13.01 The Collateral 101 Section 12.16 FATCA 112 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as 13.02 Maintenance of September 20, 2017 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under Collateral; Further Assurances 102 Section 13.03 After-Acquired Property 102 Section 13.04 Impairment of Security Interest 103 Section 13.05 Real Estate Mortgages and Filings 103 Section 13.06 Release of Liens on the laws Collateral 106 Section 13.07 Authorization of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”). The Company, the Guarantors and Actions to be Taken by the Trustee agree as follows for or the benefit of each other and for Collateral Agent Under the equal and ratable benefit of the Holders (as defined) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):Security Documents 107 Section 13.08 Information Regarding Collateral 108 Section 13.09 Negative Pledge 108
Appears in 1 contract
Sources: Indenture (NGL Energy Partners LP)
Note Guarantees. Section 10.01 Guarantee 101 Guarantee. 99 Section 10.02 Limitation on Guarantor Liability 102 Liability. 100 Section 10.03 Execution Issuance and Delivery of Note Guarantee 104 100 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Terms. 101 Section 10.05 Note Guarantees Release 105 Releases 102 Section 11.01 Satisfaction and Discharge 106 102 Section 11.02 Application of Trust Money 107 103 Section 12.01 [Reserved] 108 Notices. 104 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Notes. 105 Section 12.04 12.03 Certificate and Opinion as to Conditions Precedent 109 Precedent. 105 Section 12.05 12.04 Statements Required in Certificate or Opinion 109 Opinion. 105 Section 12.06 12.05 Rules by Trustee and Agents 110 Agents. 106 Section 12.07 12.06 No Personal Liability of Directors, Officers, Employees and Stockholders 110 106 Section 12.08 12.07 Governing Law; Waiver of Jury Trial by Jury 110 106 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 12.08 No Adverse Interpretation of Other Agreements 111 Agreements. 107 Section 12.09 Successors. 107 Section 12.10 Severability. 107 Section 12.11 Successors 111 Counterpart Originals 107 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 107 Section 12.15 Judgment Currency 112 12.13 U.S.A. Patriot Act 107 Section 12.16 FATCA 112 12.14 Force Majeure 107 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE AMENDED AND RESTATED INDENTURE dated as of September 20February 28, 2017 2014 among Viking Cruises LtdENDO FINANCE LLC, an exempted company incorporated with a Delaware limited liability organized under the laws of Bermuda company (the “CompanyIssuer”), ENDO ▇▇▇▇▇ INC., a Delaware corporation (the “Co-Obligor”), the Guarantors (as defineddefined herein) party hereto and The Bank of New York Mellon Trust Company▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”). The CompanyIssuer, the Co-Obligor, 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 defineddefined herein) of the Company’s 5.8755.75% Senior Notes due 2027 2022 (the “Notes”):
Appears in 1 contract
Note Guarantees. Section 10.01 Guarantee 101 103 Section 10.02 Limitation on Guarantor Liability 102 104 Section 10.03 Execution and Delivery of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Releases 104 Section 11.01 Satisfaction and Discharge 106 105 Section 11.02 Application of Trust Money 107 Section 12.01 [Reserved] 108 Tax Treatment 107 Section 12.02 Notices 108 107 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 108 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 108 Section 12.05 Statements Required in Certificate or Opinion 109 Section 12.06 Rules by Trustee and Agents 110 109 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 109 Section 12.08 Governing Law; Waiver of Jury Trial by Jury 110 109 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 110 Section 12.10 Successors 110 Section 12.11 Successors 111 Severability 110 Section 12.12 Severability 111 Counterpart Originals 110 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 110 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 12.14 U.S.A Patriot Act 110 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20May 29, 2017 2020 among Viking Cruises LtdHerbalife Nutrition Ltd., an a Cayman Islands exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”)liability, and HLF Financing, Inc., a Delaware corporation, the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust CompanyMUFG Union Bank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”)trustee. The CompanyIssuers, 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 Company’s 5.8757.875% Senior Notes due 2027 2025 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Herbalife Nutrition Ltd.)
Note Guarantees. Section 10.01 Guarantee 101 81 Section 10.02 Limitation on Guarantor Liability 102 82 Section 10.03 Execution and Delivery of Notation of Note Guarantee 104 82 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 82 Section 10.05 Note Guarantees Release 105 Releases 83 Section 11.01 Satisfaction and Discharge 106 84 Section 11.02 Application of Trust Money 107 85 Section 12.01 [Reserved.] 108 85 Section 12.02 Notices 108 85 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 86 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 87 Section 12.05 Statements Required in Certificate or Opinion 109 87 Section 12.06 Rules by Trustee and Agents 110 87 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 87 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 87 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 88 Section 12.10 Successors 88 Section 12.11 Successors 111 Severability 88 Section 12.12 Severability 111 Counterpart Originals 88 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 88 Section 12.14 Payment Date Other Than a Business Day 88 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 Evidence of Action by Holder 88 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS THIS INDENTURE dated as of September 20July 19, 2017 2016, is among Viking Cruises Ltd▇▇▇▇▇ Energy Partners, an exempted company incorporated L.P., a Delaware limited partnership (“▇▇▇▇▇ Energy Partners”), and ▇▇▇▇▇ Energy Finance Corp. (“Finance Corp.” and, together with limited liability organized under the laws of Bermuda (▇▇▇▇▇ Energy Partners, the “CompanyIssuers”), the Guarantors (as defined) party hereto and The U.S. Bank of New York Mellon Trust Company, N.A., a national banking associationNational Association, as trustee (in such capacity, the “Trustee”)trustee. The CompanyIssuers, 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 Company’s 5.8756% Senior Notes due 2027 2024 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Holly Energy Partners Lp)
Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 SECTION 10.1 Note Guarantees 99 SECTION 10.2 Execution and Delivery of Note Guarantee 104 Section 10.04 101 SECTION 10.3 Severability 101 SECTION 10.4 Limitation of Guarantors’ Liability 101 SECTION 10.5 Guarantors May Consolidate, etcEtc., on Certain Terms 105 Section 10.05 Note Guarantees 102 SECTION 10.6 Releases 102 SECTION 10.7 Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of a Guarantor 103 SECTION 10.8 Benefits Acknowledged 103 SECTION 10.9 Future Guarantors 103
SECTION 11.1 Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Indenture Act Controls 104 SECTION 11.2 Notices 108 Section 12.03 104 SECTION 11.3 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 105 SECTION 11.4 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 105 SECTION 11.5 Statements Required in Certificate or Opinion 109 Section 12.06 106 SECTION 11.6 Rules by Trustee and Agents 110 Section 12.07 106 SECTION 11.7 No Personal Liability of Directors, Officers, Employees Employees, Stockholders and Stockholders 110 Section 12.08 the Trustee 106 SECTION 11.8 Governing Law; Waiver of Jury Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 106 SECTION 11.9 No Adverse Interpretation of Other Agreements 111 Section 12.11 107 SECTION 11.10 Successors 111 Section 12.12 107 SECTION 11.11 Severability 111 Section 12.13 107 SECTION 11.12 Counterpart Originals 112 Section 12.14 107 SECTION 11.13 Table of Contents, Headings, etcEtc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 107 SECTION 11.14 Qualification of Indenture 107 SECTION 11.15 U.S.A. Patriot Act 108 SECTION 11.16 Force Majeure 108 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL [8¼][8½]% SENIOR NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER NOTATIONAL GUARANTEE Exhibit C FORM OF CERTIFICATE OF EXCHANGE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S This Indenture, dated as of September 20March 3, 2017 2010, is by and among Viking Cruises LtdOshkosh Corporation, an exempted company incorporated with limited liability organized under the laws of Bermuda a Wisconsin corporation (the “Company” or the “Issuer”), the Guarantors (as defined) party hereto defined herein), and The Bank of New York Mellon Trust Company▇▇▇▇▇ Fargo Bank, N.A.National Association, a national banking association, as trustee (in such capacity, the “Trustee”). The Company, the Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders holders of (as definedi) of the CompanyIssuer’s 5.875% 8¼% Senior Notes due 2027 2017 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Initial 2017 Notes”) and 8½% Senior Notes due 2020 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Initial 2020 Notes” and, together with the Initial 2017 Notes, the “Initial Notes”), (ii) Exchange Notes issued in exchange for the Initial 2017 Notes pursuant to the Registration Rights Agreement or pursuant to an effective registration statement under the Securities Act without the restrictive legends in Exhibit A (the “Exchange 2017 Notes”) and Exchange Notes issued in exchange for the Initial 2020 Notes pursuant to the Registration Rights Agreement or pursuant to an effective registration statement under the Securities Act without the restrictive legends in Exhibit A (the “Exchange 2020 Notes” and, together with the Exchange 2017 Notes, the “Exchange Notes”), (iii) Additional 2017 Notes issued from time to time as either new Initial 2017 Notes or new Exchange 2017 Notes (together with the original Initial 2017 Notes and any original Exchange 2017 Notes, the “2017 Notes”) and Additional 2020 Notes issued from time to time as either new Initial 2020 Notes or new Exchange 2020 Notes (together with the original Initial 2020 Notes and any original Exchange 2020 Notes, the “2020 Notes” and, together with the 2017 Notes, the “Notes”):).
Appears in 1 contract
Sources: Indenture (Oshkosh Corp)
Note Guarantees. Section 10.01 11.01 Guarantee 101 67 Section 10.02 11.02 Subordination of Note Guarantees 68 Section 11.03 Limitation on Guarantor Liability 102 69 Section 10.03 11.04 Execution and Delivery of Note Guarantee 104 69 Section 10.04 11.05 Guarantors May Consolidate, etc., on Certain Terms 105 69 Section 10.05 Note Guarantees Release 105 11.06 Releases 70 Section 11.01 12.01 Satisfaction and Discharge 106 71 Section 11.02 12.02 Application of Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Notices 108 Money; Other Miscellaneous Provisions 71 Section 12.03 Repayment to the Company 72 Section 12.04 Reinstatement 72 Section 13.01 Trust Indenture Act Controls 73 Section 13.02 Notices 73 Section 13.03 Communication by Holders of Notes with Other Holders of Notes 109 74 Section 12.04 13.04 Certificate and Opinion as to Conditions Precedent 109 74 Section 12.05 13.05 Statements Required in Certificate or Opinion 109 74 Section 12.06 13.06 Rules by Trustee and Agents 110 75 Section 12.07 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 75 Section 12.08 13.08 Governing Law; Waiver of Trial by Jury 110 Law 75 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 13.09 No Adverse Interpretation of Other Agreements 111 75 Section 12.11 13.10 Successors 111 75 Section 12.12 13.11 Severability 111 75 Section 12.13 13.12 Counterpart Originals 112 75 Section 12.14 13.13 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 76 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR NOTE GUARANTEE Exhibit E FORM OF NOTATION OF GUARANTEE REPURCHASE NOTICE Exhibit F FORM OF CONVERSION NOTICE Exhibit G FORM OF CERTIFICATE OF CONVERSION & RESTRICTED TRANSFER Exhibit H FORM OF SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTOR(S) INDENTURE dated as of September 20August 2, 2017 2005 among Viking Cruises LtdFTI Consulting, an exempted company incorporated with limited liability organized under the laws of Bermuda Inc., a Maryland corporation (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Wilmington Trust Company, N.A., a national banking association, 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) of the Company’s 5.875% 3¾% Senior Subordinated Convertible Notes due 2027 July 15, 2012 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Fti Consulting Inc)
Note Guarantees. Section 10.01 Guarantee 101 100 Section 10.02 Limitation on Guarantor Liability 102 101 Section 10.03 Execution and Delivery of Note Guarantee 104 101 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Releases 101 Section 11.01 Satisfaction and Discharge 106 103 Section 11.02 Application of Trust Money 107 104 Section 12.01 [Reserved] 108 104 Section 12.02 Notices 108 104 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 106 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 106 Section 12.05 Statements Required in Certificate or Opinion 109 106 Section 12.06 Rules by Trustee and Agents 110 106 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 107 Section 12.08 Governing Law; Waiver of Jury Trial by Jury 110 107 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 107 Section 12.10 Successors 107 Section 12.11 Successors 111 Severability 107 Section 12.12 Severability 111 Counterpart Originals 107 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 108 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 12.14 U.S.A Patriot Act 108 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20August 16, 2017 2018 among Viking Cruises LtdHLF Financing SaRL, an LLC, a Delaware limited liability company and Herbalife International, Inc., a Nevada corporation, each a subsidiary of Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”)liability, the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust CompanyMUFG Union Bank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”)trustee. The CompanyIssuers, 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 Company’s 5.8757.250% Senior Notes due 2027 2026 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Herbalife Nutrition Ltd.)
Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 SECTION 11.1 Guarantees 94 SECTION 11.2 Execution and Delivery of Note Guarantee 104 Section 10.04 95 SECTION 11.3 Severability 96 SECTION 11.4 Limitation of Guarantors’ Liability 96 SECTION 11.5 Guarantors May Consolidate, etcEtc., on Certain Terms 105 Section 10.05 Note Guarantees 96 SECTION 11.6 Releases Following Sale of Assets 97 SECTION 11.7 Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of a Guarantor 98 SECTION 11.8 Benefits Acknowledged 98
SECTION 12.1 Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Indenture Act Controls 98 SECTION 12.2 Notices 108 Section 12.03 98 SECTION 12.3 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 99 SECTION 12.4 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 100 SECTION 12.5 Statements Required in Certificate or Opinion 109 Section 12.06 100 SECTION 12.6 Rules by Trustee and Agents 110 Section 12.07 100 SECTION 12.7 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 100 SECTION 12.8 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 Law 101 SECTION 12.9 No Adverse Interpretation of Other Agreements 111 Section 101 SECTION 12.10 Successors 101 SECTION 12.11 Successors 111 Section Severability 101 SECTION 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 101 SECTION 12.13 Table of Contents, Headings, etcEtc. 112 Section 101 SECTION 12.14 Acts of Holders 101 SECTION 12.15 Judgment Currency 112 Section Waiver of Jury Trial 102 SECTION 12.16 FATCA 112 Force Majeure 102 SECTION 12.17 USA Patriot Act 103 EXHIBITS Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER NOTATIONAL GUARANTEE Exhibit C FORM OF CERTIFICATE OF EXCHANGE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S This Indenture, dated as of September 204, 2017 2012 is by and among Viking Cruises LtdVWR Funding, an exempted company incorporated with limited liability organized under the laws of Bermuda Inc., a Delaware corporation (the “Company”), the Guarantors each Guarantor (as defineddefined herein) party hereto and The Bank Law Debenture Trust Company of New York Mellon Trust Company, N.A., a national banking associationYork, as trustee (in such capacity, the “Trustee”). The Company, the Guarantors and the Trustee agree Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders holders of (as definedi) of the Company’s 5.8757.25% Senior Notes due 2027 2017 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes (as defined herein and, together with the Initial Notes, the “Notes”):).
Appears in 1 contract
Sources: Indenture (VWR Funding, Inc.)
Note Guarantees. Section 10.01 11.01 Guarantee 101 99 Section 10.02 11.02 Limitation on Guarantor Liability 102 100 Section 10.03 11.03 Execution and Delivery of Note Guarantee 104 100 Section 10.04 11.04 Guarantors May Consolidate, etc., on Certain Terms 105 101 Section 10.05 Note Guarantees Release 105 11.05 Releases 101 Section 11.01 12.01 Satisfaction and Discharge 106 102 Section 11.02 12.02 Application of Trust Money 107 103 Section 12.01 [Reserved] 108 13.01 Trust Indenture Act Controls 104 Section 12.02 13.02 Notices 108 104 Section 12.03 13.03 Communication by Holders of Notes with Other Holders of Notes 109 105 Section 12.04 13.04 Certificate and Opinion as to Conditions Precedent 109 105 Section 12.05 13.05 Statements Required in Certificate or Opinion 109 105 Section 12.06 13.06 Rules by Trustee and Agents 110 106 Section 12.07 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 106 Section 12.08 13.08 Governing Law; Waiver of Trial by Jury 110 Law 106 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 13.09 No Adverse Interpretation of Other Agreements 111 106 Section 12.11 13.10 Successors 111 106 Section 12.12 13.11 Severability 111 106 Section 12.13 13.12 Counterpart Originals 112 106 Section 12.14 13.13 Table of Contents, Headings, etc. 112 etc 107 Section 12.15 Judgment Currency 112 13.14 U.S.A. Patriot Act 107 Section 12.16 FATCA 112 13.15 Force Majeure 107 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20April 27, 2017 2012 among Viking Cruises LtdCarmike Cinemas, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”)Inc., a Delaware corporation, the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company▇▇▇▇▇ Fargo Bank, N.A., a national banking associationNational Association, as trustee (in such capacity, the “Trustee”)trustee. The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of (i) the Company’s 5.8757.375% Senior Secured Notes due 2027 2019, (ii) the Exchange Notes (as defined) and (iii) the Additional Notes (as defined) issued from time to time (any Additional Notes together with the Initial Notes and any Exchange Notes, the “Notes”):
Appears in 1 contract
Sources: Indenture (Carmike Cinemas Inc)
Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 SECTION 4.1 Note Guarantees 37 SECTION 4.2 Limitation on Guarantor Liability 102 Section 10.03 38 SECTION 4.3 Execution and Delivery of Note Guarantee 104 Section 10.04 Guarantors May ConsolidateGuarantees 39
SECTION 5.1 Payment Of Principal, etc., Premium and Interest 39 SECTION 5.2 Maintenance of Office or Agency 39 SECTION 5.3 Appointment to Fill Vacancy in Office of Trustee 40 SECTION 5.4 Reports 40 SECTION 5.5 Limitations on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Section 11.01 Satisfaction Incurrence of Indebtedness 41 SECTION 5.6 Compliance Certificates 43
SECTION 6.1 Issuer to Furnish Trustee Names and Discharge 106 Section 11.02 Addresses of Noteholders 43 SECTION 6.2 Preservation of Information 43 SECTION 7.1 Events of Default 43 SECTION 7.2 Acceleration of Maturity; Rescission and Annulment 44 SECTION 7.3 Restoration of Rights and Remedies 45 SECTION 7.4 Collection of Indebtedness and Suits for Enforcement by Trustee 45 SECTION 7.5 Application of Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication Moneys Collected 47 SECTION 7.6 Limitation on Suits 47 SECTION 7.7 Rights and Remedies Cumulative; Delay or Omission Not Waiver 48 SECTION 7.8 Control by Holders 48 SECTION 7.9 Undertaking to Pay Costs 49 SECTION 7.10 Cure of Default 49
SECTION 8.1 Certain Duties and Responsibilities of the Trustee 49 SECTION 8.2 Certain Rights of Trustee 51 SECTION 8.3 Trustee Not Responsible for Recitals or Issuance or Notes 53 SECTION 8.4 May Hold Notes 53 SECTION 8.5 Moneys Held 53
SECTION 8.6 Compensation and Reimbursement 53 SECTION 8.7 Reliance on Officer’s Certificate 54 SECTION 8.8 Corporate Trustee Required; Eligibility 54 SECTION 8.9 Resignation and Removal; Appointment of Successor 55 SECTION 8.10 Acceptance of Appointment by Successor 56 SECTION 8.11 Merger, Conversion, Consolidation or Succession to Business 56 SECTION 8.12 Notice of Default 57
SECTION 9.1 Evidence of Action by Noteholders 57 SECTION 9.2 Proof of Execution by Noteholders 58 SECTION 9.3 Who May Be Deemed Owners 58 SECTION 9.4 Actions Binding on Future Noteholders 58
SECTION 10.1 Without the Consent of Holders 59 SECTION 10.2 With the Consent of Holders 60 SECTION 10.3 Effect of Amendment, Modification or Supplement 61 SECTION 10.4 Notation on or Exchange of Notes with Other Holders of Notes 109 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 Statements Required in Certificate or Opinion 109 Section 12.06 Rules by 61 SECTION 10.5 Trustee and Agents 110 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, HeadingsTo Sign Amendments, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20, 2017 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, 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) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):61
Appears in 1 contract
Sources: Indenture (CyrusOne Inc.)
Note Guarantees. Section 10.01 Guarantee 101 11.01 Note Guarantees 162 Section 10.02 11.02 Limitation on Guarantor Liability 102 163 Section 10.03 11.03 Execution and Delivery of Note Guarantee 104 Guarantees 175 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of Trust Money 107 11.04 Releases 176 Section 12.01 [Reserved] 108 Security Documents 177 Section 12.02 Notices 108 Authorization of Actions to Be Taken by the Trustee under the Security Documents 178 Section 12.03 Authorization of Receipt of Funds by the Trustee under the Security Documents 179 Section 12.04 Release of Liens 179 Section 12.05 Security Agent 180 Section 12.06 Subject to the Intercreditor Agreement 181 Section 12.07 Recording; Opinions and Certificates 181 Section 13.01 Notices 183 Section 13.02 Communication by Holders of Notes with Other Holders of Notes 109 184 Section 12.04 13.03 Certificate and Opinion as to Conditions Precedent 109 185 Section 12.05 13.04 Statements Required in Certificate or Opinion 109 185 Section 12.06 13.05 Rules by Trustee and Agents 110 185 Section 12.07 13.06 Agent for Service; Submission to Jurisdiction; Waiver of Immunities 185 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Shareholders 186 Section 12.08 13.08 Governing Law; Waiver of Trial by Jury 110 Conflict with Trust Indenture Act 186 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 13.09 No Adverse Interpretation of Other Agreements 111 187 Section 12.11 13.10 Successors 111 187 Section 12.12 13.11 Severability 111 187 Section 12.13 13.12 Counterpart Originals 112 187 Section 12.14 13.13 Table of Contents, Headings, etc. 112 187 Section 12.15 Judgment 13.14 Currency 112 Indemnity and Calculation of Euro-Denominated Restrictions 187 Section 12.16 FATCA 112 13.15 Prescription 188 Section 13.16 Additional Information 188 Section 13.17 Legal Holidays 188 Section 13.18 USA PATRIOT Act Section 326 Customer Identification Program 188 Section 13.19 Electronic Execution of Assignments and Certain Other Documents 189 Exhibit A1 A-1 FORM OF EURO 2027 NOTE Exhibit A2 A-2 FORM OF REGULATION S TEMPORARY GLOBAL SEK 2027 NOTE Exhibit A-3 FORM OF EURO 2028 NOTE Exhibit A-4 FORM OF SEK 2028 NOTE Exhibit A-5 FORM OF EURO 2029 NOTE Exhibit A-6 FORM OF SEK 2029 NOTE Exhibit A-7 FORM OF EURO 2030 NOTE Exhibit A-8 FORM OF SEK 2030 NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER FOR NOTES Exhibit C FORM OF CERTIFICATE OF EXCHANGE FOR NOTES Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR SUPPLEMENTAL INDENTURE Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE AGREED SECURITY PRINCIPLES INDENTURE dated as of September 20[•], 2017 2025, among Viking Cruises LtdIntrum Investments and Financing AB (publ), an exempted company incorporated with as a public limited liability organized company under the laws of Bermuda Sweden, having its registered office at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ (the “Issuer”), Intrum AB (publ), incorporated as a public limited liability company under the laws of Sweden, having its registered office at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ (the “Company”), the other Guarantors (as defined) party hereto and The Bank of New York Mellon hereto, GLAS Trust Company, N.A., a national banking associationCompany LLC, as trustee Trustee, Principal Paying Agent, Transfer Agent and Registrar, and Nordic Trustee & Agency AB (in such capacitypubl), as Security Agent. This Indenture is subject to, and will be governed by, the “Trustee”)provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act. The Company, the Guarantors Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defineddefined herein) of the CompanyIssuer’s 5.8757.750% euro-denominated Senior Secured Notes due 2027 (the “Euro 2027 Notes”):), 7.750% SEK-denominated Senior Secured Notes due 2027 (the “SEK 2027 Notes” and, together with the Euro 2027 Notes, the “2027 Notes”), 7.750% euro-denominated Senior Secured Notes due 2028 (the “Euro 2028 Notes”), 7.750% SEK-denominated Senior Secured Notes due 2028 (the “SEK 2028 Notes” and, together with the Euro 2028 Notes, the “2028 Notes”), 8.500% euro-denominated Senior Secured Notes due 2029 (the “Euro 2029 Notes”), 8.500% SEK-denominated Senior Secured Notes due 2029 (the “SEK 2029 Notes” and, together with the Euro 2029 Notes, the “2029 Notes”), 8.500% euro-denominated Senior Secured Notes due 2030 (the “Euro 2030 Notes”) and 8.500% SEK-denominated Senior Secured Notes due 2030 (the “SEK 2030 Notes” and, together with the Euro 2030 Notes, the “2030 Notes”). The 2027 Notes, the 2028 Notes, the 2029 Notes and the 2030 Notes (including, in each case, any Additional Notes (as defined herein)) are, collectively, referred to herein as the “Notes.”
Appears in 1 contract
Sources: Indenture (Intrum ZRT)
Note Guarantees. Section 10.01 Guarantee 101 85 Section 10.02 Limitation on Guarantor Liability 102 86 Section 10.03 Execution and Delivery of Note Guarantee 104 87 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 87 Section 10.05 Note Guarantees Release 105 Releases 88 Section 11.01 Satisfaction and Discharge 106 89 Section 11.02 Application of Trust Money 107 89 Section 12.01 [Reserved] 108 Trust Indenture Act Controls 90 Section 12.02 Notices 108 90 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 91 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 91 Section 12.05 Statements Required in Certificate or Opinion 109 91 Section 12.06 Rules by Trustee and Agents 110 92 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 92 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 92 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 92 Section 12.10 Successors 92 Section 12.11 Successors 111 Severability 92 Section 12.12 Severability 111 Counterpart Originals 92 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 92 Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20June 10, 2017 2011 among Viking Cruises LtdW&T Offshore, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”)Inc., a Texas corporation, the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company▇▇▇▇▇ Fargo Bank, N.A., a national banking associationNational Association, as trustee (in such capacity, the “Trustee”)trustee. The Company, the Guarantors (as defined) and the Trustee (as defined) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.8758.500% Senior Notes due 2027 2019 (the “Notes”) and the Exchange Notes (as defined) that may be issued in exchange for the Initial Notes or Additional Notes in an Exchange Offer (as defined):
Appears in 1 contract
Sources: Indenture (W&t Offshore Inc)
Note Guarantees. Section 10.01 Guarantee 101 82 Section 10.02 Limitation on Guarantor Liability 102 83 Section 10.03 Execution and Delivery of Note Guarantee 104 83 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 83 Section 10.05 Note Guarantees Release 105 Releases 84 ARTICLE 11 SATISFACTION AND DISCHARGE Section 11.01 Satisfaction and Discharge 106 85 Section 11.02 Application of Trust Money 107 86 ARTICLE 12 MISCELLANEOUS Section 12.01 [Reserved] 108 Trust Indenture Act Controls 86 Section 12.02 Notices 108 86 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 88 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 88 Section 12.05 Statements Required in Certificate or Opinion 109 88 Section 12.06 Rules by Trustee and Agents 110 88 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 88 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Law 89 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 89 Section 12.10 Successors 89 Section 12.11 Successors 111 Severability 89 Section 12.12 Severability 111 Counterpart Originals 89 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 89 EXHIBITS Exhibit A1 A FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE SCHEDULE Schedule 4.11 AFFILIATE TRANSACTIONS INDENTURE dated as of September 20July 6, 2017 2009 among Viking Cruises LtdTARGA RESOURCES PARTNERS LP, an exempted company incorporated a Delaware limited partnership (“Targa Resources Partners”), and TARGA RESOURCES PARTNERS FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with limited liability organized under the laws of Bermuda (Targa Resources Partners, the “CompanyIssuers”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking associationU.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”)trustee. The CompanyIssuers, 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 Company’s 5.875% 11¼% Senior Notes due 2027 2017 (the “Notes”):
Appears in 1 contract
Sources: Indenture (Targa Resources, Inc.)
Note Guarantees. Section 10.01 Guarantee 101 12.01 Note Guarantees 117 Section 10.02 12.02 Limitation on Guarantor Liability 102 Section 10.03 Execution and Delivery of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Liability; Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Notices 108 119 Section 12.03 Successors and Assigns 120 Section 12.04 No Waiver 120 Section 12.05 Modification 120 Section 12.06 Execution of Supplemental Indenture for Future Guarantors 120 Section 12.07 Non-Impairment 121 Section 13.01 Trust Indenture Act Controls 121 Section 13.02 Notices 121 Section 13.03 Communication by the Holders of Notes with Other Holders of Notes 109 122 Section 12.04 13.04 Certificate and Opinion as to Conditions Precedent 109 122 Section 12.05 13.05 Statements Required in Certificate or Opinion 109 122 Section 12.06 13.06 When Securities Disregarded 123 Section 13.07 Rules by Trustee Trustee, Paying Agent and Agents 110 Registrar 123 Section 12.07 13.08 Legal Holidays 123 Section 13.09 GOVERNING LAW 123 Section 13.10 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Recourse Against Others 123 Section 12.08 Governing Law; Waiver of Trial by Jury 110 13.11 Successors 124 Section 12.09 Consent to Jurisdiction and Service of Process 110 13.12 Multiple Originals 124 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 13.13 Table of Contents; Headings 124 Section 13.14 Indenture Controls 124 Section 13.15 Severability 124 Appendix A – Provisions Relating to Initial Securities, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 Additional Securities and Exchange Securities EXHIBIT INDEX Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE A – Initial Security Exhibit B FORM OF CERTIFICATE OF TRANSFER – Exchange Security Exhibit C FORM OF CERTIFICATE OF EXCHANGE – Form of Transferee Letter of Representation Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE – Form of Supplemental Indenture TIA Section Indenture Section 310 13.01 (a) 7.10 (b) 7.08; 7.10 (b)(1) 7.10 311 13.01 (a) 7.11 (b) 7.11 312 13.01 (b) 13.03 (c) 13.03 313 13.01 (a) 7.06 (b) 7.06 314 13.01 (a)(4) 4.09 (b) 11.05 (b)(2) 11.05 (d) 11.05 315 13.01 316 13.01 317 13.01 318 13.01 Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture. INDENTURE dated as of September 20May 11, 2017 2012 among Viking Cruises LtdVERSO PAPER HOLDINGS LLC, an exempted company incorporated with a Delaware limited liability organized under the laws of Bermuda company (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers” and each an “Issuer”), the Guarantors (as defineddefined herein) party hereto and The Bank of New York Mellon Trust CompanyWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”). The Company, the Guarantors and the Trustee agree Each party agrees as follows for the benefit of each the other parties and for the equal and ratable benefit of the Holders of (as defineda) $271,573,000 aggregate principal amount of the Company’s 5.875Issuers’ 11.75% Senior Secured Notes due 2027 2019 (the “NotesOriginal Securities”):) issued on the date hereof, (b) any Additional Securities (as defined herein) that may be issued after the date hereof in the form of Exhibit A (all such securities in clauses (a) and (b) being referred to collectively as the “Initial Securities”) and (c) if and when issued as provided in the Registration Agreement (as defined in Appendix A hereto (the “Appendix”)) or otherwise registered under the Securities Act and issued, $271,573,000 aggregate principal amount of the Issuers’ 11.75% Secured Notes due 2019 (the “Exchange Securities”) issued in a Registered Exchange Offer (as defined in the Appendix) in exchange for any Initial Securities or otherwise registered under the Securities Act and issued in the form of Exhibit B. The Original Securities, any Additional Securities (as defined herein) and the Exchange Securities are referred to collectively as the “Securities” (and constitute a single series hereunder). Subject to the conditions and compliance with the covenants set forth herein, the Issuers may issue an unlimited aggregate principal amount of Additional Securities.
Appears in 1 contract
Sources: Indenture (Verso Paper Corp.)