Possession, Use and Release of Collateral. (a) All of the proceeds of the Secured Notes shall be deposited in the Issuer Escrow Account and shall be subject to a first priority Lien. All funds deposited in the Issuer Escrow Account representing proceeds of the Secured Notes constitute Collateral and will, at the direction of the Issuer except during the continuance of a Default or an Event of Default and at the direction of the Trustee during the continuance of a Default or an Event of Default, be invested in Temporary Cash Equivalents (such cash and Temporary Cash Equivalents, together with interest, dividends and distributions thereof, the "Issuer Escrowed Property"), in the manner provided for in the Issuer Escrow Agreement. No funds shall be released from the Issuer Escrow Account except as provided herein and in the Issuer Escrow Account Agreement. The Issuer Escrow Account and the Issuer Escrowed Property shall be pledged to, and be under the sole dominion and control of the Trustee acting for its benefit and the benefit of the Holders of Secured Notes. Pursuant to the Issuer Escrow Agreement and this Indenture, the Issuer is required to, and the Issuer shall enter up to ten separate loan agreements with the Company (each an "Issuer Loan Agreement"). Each Issuer Loan Agreement will be secured by Liens pursuant to a mortgage (each a "Mortgage") on a separate drilling rig or drillship (each a "Mortgaged Rig") or, if such Mortgaged Rig is under construction but not yet flagged on the Issue Date, Liens on the construction contract and equipment purchased by the Company for such Mortgaged Rig. The purpose of each loan made under an Issuer Loan Agreement (an "Issuer Loan") will be only as follows: (i) Financing all or a portion of the cost of acquiring, constructing, altering, improving or repairing the Mortgaged Rig or improvements used or to be used in connection with such Mortgaged Rig; or (ii) Financing all or any part of the purchase price of the Mortgaged Rig or improvements used or to be used in connection with such Mortgaged Rig, which Issuer Loan is incurred prior to or within one year after the later of the completion of construction, alteration, improvement or repair or the commencement of commercial operations thereof. (b) To the extent that the Mortgaged Rig is under construction and not yet flagged, the Company will secure the Issuer Loans with Liens on the construction contract and the equipment purchased by the Company for such Mortgaged Rig; provided that Liens on equipment purchased by the Company for a Mortgaged Rig that has not yet been mortgaged do not have to be perfected until required by the Trustee, but only after the later to occur of one year after the Issue Date or the completion date for such Mortgaged Rig as scheduled on the Issue Date. Each Issuer Loan will be made in two tranches. One tranche of each Issuer Loan (the ``7-year Tranche'') will bear interest at the rate equal to the interest rate for the 7-year Secured Notes plus 2 basis points per annum and the other tranche (the ``10-year Tranche'') will bear interest at the rate equal to the interest rate for the 10-year Secured Notes plus 2 basis points per annum. Each Issuer Loan Agreement may also provide for a commitment fee on the undrawn portion of the Issuer Loan. The Company will be required to repay the Issuer Loans in whole or in part if the Issuer redeems or is required to redeem or purchase Secured Notes. In connection with any release of Issuer Escrowed Property to fund an Issuer Loan, such release will be conditioned on the substantially concurrent recording of a Mortgage or other security document against the Mortgaged Rig or the construction contracts and equipment purchased by the Company for the uncompleted Mortgaged Rig, as applicable, and the satisfaction of certain other conditions set forth in this Indenture and Issuer Escrow Agreement, including delivery of appropriate legal opinions and certificates required by the Trust Indenture Act. The Issuer will not be entitled to withdraw the Issuer Escrowed Property (other than certain minimal amounts for the Issuer) for any purposes other than the making of Issuer Loans or the repayment of principal (whether at maturity, upon redemption, by declaration of acceleration or otherwise), premium, if any, and interest on the Secured Notes. One hundred million dollars ($100,000,000) of the proceeds of the Issuer Loan for the Mortgaged Rig Deepwater Millennium will be deposited by the Company in the Company Escrow Account established by the Company pursuant to the Company Escrow Agreement. The Company will not be able to withdraw such funds (the ``Company Escrowed Property'') until the Deepwater Millennium Mortgaged Rig is completed and a Mortgage has been placed thereon and become perfected. (c) As security for an Issuer Loan, the Company will ▇▇▇▇▇ ▇ ▇▇▇▇ on a Mortgaged Rig, or the construction contract and equipment purchased by the Company (with respect to the Deepwater Millennium and Deepwater IV) and in the case of the Deepwater Millennium the Company Escrow Account and the Company Escrowed Property, and all proceeds of the foregoing, including all its policies and contracts of insurance taken out from time to time in respect of its Mortgaged Rig, pursuant to a Mortgage or other appropriate Security Agreement issued by the Company in favor of the Issuer. These Mortgages and Security Agreements will contain covenants pursuant to which the Company, among other things, will be prohibited from selling, further mortgaging or transferring any of its interest in such Mortgaged Rig (other than as permitted under the Indenture). Upon completion and flagging of the Deepwater Millennium22 and the Deepwater IV, the Company will be required to ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to a Mortgage on the respective Mortgaged Rig. Contemporaneous with the granting of the Mortgage on the Deepwater IV, the Issuer Loan secured by the Deepwater IV will be increased in exchange for a reduction in the outstanding amounts of the Issuer Loans secured by certain other Mortgaged Rigs pursuant to the terms of the applicable Issuer Loan Agreement therefor.
Appears in 1 contract
Sources: Indenture (R&b Falcon Corp)
Possession, Use and Release of Collateral. (a) All $46,000,000 of the net proceeds of the Secured Notes shall be deposited in the Issuer Company Senior Note Escrow Account and shall be subject to a first priority Lien. All funds deposited in the Issuer Company Senior Note Escrow Account representing net proceeds of the Secured Notes constitute Collateral and will, at the direction of the Issuer Company except during the continuance of a Default or an Event of Default and at the direction of the Trustee during the continuance of a Default or an Event of Default, be invested in Temporary Eligible Cash Equivalents (such cash and Temporary Cash Equivalents, together with interest, dividends and distributions thereof, the "Issuer Escrowed Property"), in the manner provided for in the Issuer Company Senior Note Escrow Account Agreement. No funds shall be released from the Issuer Company Senior Note Escrow Account except as provided herein and in the Issuer Company Senior Note Escrow Account Agreement. The Issuer .
(b) Subject to the provisions of subsections (k) and (l) of this Section 11.4, up to $9,000,000 of the net proceeds of the Notes may be withdrawn from the Company Senior Note Escrow Account and utilized by the Issuer Escrowed Property shall be pledged toCompany to make Qualified Investments if, in 116 126 respect of each such Qualified Investment, the following conditions are satisfied, and be under the sole dominion Trustee shall have received an Officers' Certificate of the Company to such effect:
(i) no Default or Event of Default has occurred and control is continuing, or will occur as a result thereof;
(ii) a Lien on the Qualified Investment is granted to the Trustee or a collateral agent for the benefit of the Trustee acting for its and the equal and ratable benefit of the Holders and the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of Secured the Convertible Notes so long as the Convertible Notes remain outstanding to secure the Notes. Pursuant , the Guarantees and the other obligations of the Company and the Guarantors under this Indenture and the other Collateral Documents and to secure the Convertible Notes and the other obligations of the Company and the Guarantors under the Convertible Notes, the Convertible Note Indenture and the Convertible Note Collateral Documents;
(iii) the entity in which such Qualified Investment is made has all licenses, registrations and permits necessary to operate the Telecommunications Business in which it is engaging or proposes to engage on the date of such Qualified Investment;
(iv) all licenses, registrations and permits required for such Qualified Investment and such Liens have been obtained; and
(v) appropriate Collateral Documents have been executed and delivered and properly recorded, registered and filed to the Issuer Escrow Agreement extent necessary to make effective the Liens intended to be created therein. The Company shall also deliver to the Trustee (x) an Opinion of Counsel covering clause (v) above and (y) such other documents as may be required by the Collateral Documents to be delivered by the Company to a collateral agent or the Trustee.
(c) Subject to the provisions of subsections (k) and (l) of this IndentureSection 11.4, the Issuer is required tonet proceeds of the Notes (including any portion of $9,000,000 of net proceeds of the Notes not used as provided in subsection (b) above) retained in the Company Senior Note Escrow Account may be withdrawn from the Company Senior Note Escrow Account and utilized by the Company to purchase Capital Stock of the Leasing Companies or to make intercompany loans to the Leasing Companies evidenced by Intercompany Notes, each of which will constitute Collateral, by transferring such funds to the applicable Leasing Company Escrow Accounts of such Leasing Companies, if the following conditions are satisfied, and the Issuer Trustee shall enter up to ten separate loan agreements with have received an Officers' Certificate of the Company (each an "Issuer Loan Agreement"). Each Issuer Loan Agreement will be secured by Liens pursuant and the applicable Leasing Company to a mortgage (each a "Mortgage") on a separate drilling rig or drillship (each a "Mortgaged Rig") or, if such Mortgaged Rig is under construction but not yet flagged on the Issue Date, Liens on the construction contract and equipment purchased by the Company for such Mortgaged Rig. The purpose of each loan made under an Issuer Loan Agreement (an "Issuer Loan") will be only as followseffect:
(i) Financing all no Default or Event of Default has occurred and is continuing or will occur as a result thereof; 117 127
(ii) the applicable Leasing Company utilizes such funds (except for funds to be utilized for Qualified Investments to the extent permitted by this Indenture) to purchase Telecommunications Assets contemporaneously with such purchase of Capital Stock or intercompany loan, as applicable, from a supplier located in the United States, Canada, Western Europe (including Scandinavia), Israel, Japan, Taiwan and South Korea;
(iii) the applicable Leasing Company contemporaneously enters into a Telecommunications Asset Lease covering such Telecommunications Assets with a Restricted Subsidiary or a Qualified Joint Venture;
(iv) Liens on such Telecommunications Asset Lease are granted to the Trustee or a collateral agent for the benefit of the Trustee and the equal and ratable benefit of the Holders to secure the Notes, the Guarantees and the other obligations of the Company and the Guarantors under this Indenture and the other Collateral Documents and to secure any applicable Intercompany Note and, so long as the Convertible Notes remain outstanding for the benefit of the Convertible Note Trustee and the Holders of the Convertible Notes, to secure the Convertible Notes and the guarantees under the Convertible Note Indenture and the other obligations of the Company or the Guarantors under the Convertible Note Indenture and the Convertible Note Collateral Documents;
(v) the Restricted Subsidiary or Qualified Joint Venture that will be the lessee under the applicable Telecommunications Asset Lease has or has applied for all licenses, registrations and permits necessary to operate the Telecommunications Assets subject to such Telecommunications Asset Lease and the Telecommunications Business for which such Telecommunications Assets are intended to be utilized;
(vi) if a Qualified Investment is to be made by a Leasing Company with that portion of the cost $9,000,000 of acquiring, constructing, altering, improving or repairing the Mortgaged Rig or improvements used or to be used in connection with such Mortgaged Rig; or (ii) Financing all or any part net proceeds of the purchase price of the Mortgaged Rig or improvements used or to be used in connection with such Mortgaged Rig, which Issuer Loan is incurred prior to or within one year after the later of the completion of construction, alteration, improvement or repair or the commencement of commercial operations thereof.
(b) To the extent that the Mortgaged Rig is under construction and Notes not yet flagged, the Company will secure the Issuer Loans with Liens on the construction contract and the equipment purchased utilized by the Company for Qualified Investments pursuant to subsection (b) of this Section 11.4, (x) the Leasing Company has granted a Lien on such Mortgaged RigQualified Investment to the Trustee or a collateral agent for the benefit of the Trustee and the equal and ratable benefit of the Holders to secure the Notes, the Guarantees and the other obligations of the Company and the Guarantors under this Indenture and the other Collateral Documents and to secure any applicable Intercompany Note and, so long as the Convertible Notes remain outstanding for the benefit of the Convertible Note Trustee and the Holders of the Convertible Notes, to secure the Convertible Notes and the guarantees under the Convertible Note Indenture and the other obligations of the Company or the Guarantors under the Convertible Note Indenture and the Convertible Note Collateral Documents, and (y) all licenses, registrations and permits required for such Qualified Investment and such Lien have been obtained; provided that Liens on equipment purchased and 118 128
(vii) appropriate Collateral Documents have been executed and delivered and properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created therein and have been delivered to the Trustee or the collateral agent. The Company shall also deliver to the Trustee (x) an Opinion of Counsel covering clause (vii) above in form and substance reasonably satisfactory to the Trustee and (y) such other documents as may be required by the Collateral Documents to be delivered to the Trustee or a collateral agent by the Company for a Mortgaged Rig that has not yet been mortgaged do not have to be perfected until required by the Trustee, but only after the later to occur of one year after the Issue Date or the completion date for applicable Leasing Company. If the foregoing conditions are satisfied, the funds representing the net proceeds of the Notes in the applicable Leasing Company Escrow Account derived from the Investment in the Capital Stock of the applicable Leasing Company or the intercompany loan evidenced by an Intercompany Note may be withdrawn and utilized by such Mortgaged Rig as scheduled on Leasing Company to purchase the Issue Date. Each Issuer Loan will be applicable Telecommunications Assets or make the applicable Qualified Investments.
(d) All payments made in two tranches. One tranche of each Issuer Loan (the ``7-year Tranche'') will bear interest at the rate equal to the interest rate for Company in respect of any Qualified Investments or Intercompany Notes evidencing loans of the 7-year Secured net proceeds of the Notes plus 2 basis points per annum and the other tranche (the ``10-year Tranche'') will bear interest at the rate equal to the interest rate for the 10-year Secured Notes plus 2 basis points per annum. Each Issuer Loan Agreement may also provide for a commitment fee on the undrawn portion of the Issuer Loan. The Company will be required to repay the Issuer Loans in whole or in part if the Issuer redeems or is required to redeem or purchase Secured Notes. In connection with any release of Issuer Escrowed Property to fund an Issuer Loan, such release will be conditioned on the substantially concurrent recording of a Mortgage or other security document against the Mortgaged Rig or the construction contracts and equipment purchased Leasing Companies held by the Company or any Pledged Stock of the Leasing Companies shall be promptly deposited, without commingling prior to such deposit, in the Company Senior Note Escrow Account and will also constitute Collateral and be subject to a first priority perfected Lien in favor of a collateral agent or the Trustee for the uncompleted Mortgaged Rig, as applicable, benefit of the Trustee and the satisfaction equal and ratable benefit of certain other conditions set forth in this Indenture the Holders of the Notes and Issuer Escrow Agreementfor the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes; and unless and until an Event of Default has occurred and is continuing, including delivery of appropriate legal opinions and certificates required by the Trust Indenture Act. The Issuer Company and/or the Leasing Companies and/or the Restricted Subsidiaries will not be entitled to withdraw receive and retain, free from the Issuer Escrowed Property (other than certain minimal amounts for the Issuer) for any purposes other than the making of Issuer Loans or the repayment of principal (whether at maturity, upon redemption, by declaration of acceleration or otherwise), premium, if any, and interest on the Secured Notes. One hundred million dollars ($100,000,000) Liens of the proceeds Collateral Documents, payments made under any Intercompany Notes not evidencing loans to Leasing Companies and any instruments not constituting Pledged Stock of the Issuer Loan for the Mortgaged Rig Deepwater Millennium will be deposited by the Company in the Company Escrow Account established by the Company pursuant to the Company Escrow Agreement. The Company will not be able to withdraw such funds (the ``Company Escrowed Property'') until the Deepwater Millennium Mortgaged Rig is completed and a Mortgage has been placed thereon and become perfectedLeasing Companies or Qualified Investments.
(ce) As security for All payments made by an Issuer Loaninvestee, the an obligor or a lessee to any Leasing Company will ▇▇▇▇▇ ▇ ▇▇▇▇ on a Mortgaged Rigin respect of any Qualified Investments or Intercompany Notes held by such Leasing Company or any Telecommunications Asset Lease shall be promptly deposited, or the construction contract and equipment purchased by the Company (with respect without commingling prior to the Deepwater Millennium and Deepwater IV) and such deposit, in the case of the Deepwater Millennium the applicable Leasing Company Escrow Account and the Company Escrowed Property, will also constitute Collateral and all proceeds of the foregoing, including all its policies and contracts of insurance taken out from time to time in respect of its Mortgaged Rig, pursuant be subject to a Mortgage or other appropriate Security Agreement issued by the Company first priority perfected Lien in favor of the Issuer. These Mortgages Trustee or a collateral agent and Security Agreements will contain covenants pursuant subject to which the Company, among other things, will subsections (k) and (l) of this Section 11.4 may be prohibited from selling, further mortgaging or transferring any of its interest in such Mortgaged Rig (other than as permitted under the Indenture). Upon completion and flagging of the Deepwater Millennium22 and the Deepwater IV, the Company will be required to ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to a Mortgage on the respective Mortgaged Rig. Contemporaneous with the granting of the Mortgage on the Deepwater IV, the Issuer Loan secured by the Deepwater IV will be increased in exchange for a reduction in the outstanding amounts of the Issuer Loans secured by certain other Mortgaged Rigs pursuant to the terms of the applicable Issuer Loan Agreement therefor.utilized
Appears in 1 contract
Sources: Indenture (PLD Telekom Inc)