Satisfaction and Discharge of the Indenture. The Company shall be deemed to have paid and discharged the entire Indebtedness on the Securities and the provisions of this Indenture shall cease to be of further effect (subject to Section 9.3), if: (1) The Company irrevocably deposits in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, (i) U.S. Legal Tender, (ii) U.S. Government Obligations, or (iii) a combination thereof, in an amount after payment of all Federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, which through the payment of principal and interest will provide, not later than one Business Day before the due date of payment in respect of the Securities, U.S. Legal Tender in an amount which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, is sufficient to pay the principal of, premium, if any, and each installment of principal and interest on the Securities then outstanding on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Securities; (2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) No Default or Event of Default shall have occurred or be continuing on the date of such deposit or shall occur on or before the 91st day (or one day after such other greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws) after the date of such deposit, and such deposit will not result in a Default or Event of Default under this Indenture or a breach or violation of, or constitute a default under, any other instrument to which the Company, any Guarantor or any Subsidiary of the Company or any Guarantor is a party or by which it or its property is bound; (4) The deposit, defeasance and discharge will not be deemed, or result in, a Federal income taxable event to the Holders of the Securities and the Holders will be subject to Federal income tax only in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (5) The deposit shall not result in the Company, the Trustee or the trust becoming an "investment company" under the Investment Company Act of 1940; (6) After the passage of 91 days (or any greater period of time in which any such deposit of trust funds may remain subject to Bankruptcy Laws insofar as those laws apply to the Company) following the deposit of the trust funds, such funds will not be subject to any Bankruptcy Laws affecting creditors' rights generally; (7) Holders of the Securities will have a valid, perfected and unavoidable first-priority security interest in the trust funds; and (8) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (who may be outside Counsel to the Company, but not in-house counsel to the Company or any of its Subsidiaries), each in form and substance satisfactory to the Trustee, stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section 9.1 have been complied with. In the event all or any portion of the Securities are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company. In the event that the Company takes the necessary action to comply with the Provisions described in this Section 9.1 and the Securities are declared due and payable because of the occurrence of an Event of Default, the Company will remain liable for all amounts due on the Securities at the time of acceleration resulting from such Event of Default in excess of the amount of money and U.S. obligations deposited with the Trustee pursuant to this Section 9.1 at the time of such acceleration.
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Sources: Indenture (Elsinore Corp)
Satisfaction and Discharge of the Indenture. The Company shall be deemed to have paid and discharged the entire Indebtedness on the Securities and the provisions of this Indenture shall cease to be of further effect (subject to Section 9.3), if:
(1) The Company irrevocably deposits in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, (i) U.S. Legal Tender, (ii) U.S. Government Obligations, or (iii) a combination thereof, in an amount after payment of all Federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, which through the payment of principal and interest will provide, not later than one Business Day before the due date of payment in respect of the Securities, U.S. Legal Tender in an amount which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, is sufficient to pay the principal of, premium, if any, and each installment of principal and interest on the Securities (other than in respect of the Amended Original Guaranty) then outstanding on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Securities;
(2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA;
(3) No Default or Event of Default shall have occurred or be continuing on the date of such deposit or shall occur on or before the 91st day (or one day after such other greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws) after the date of such deposit, and such deposit will not result in a Default or Event of Default under this Indenture or a breach or violation of, or constitute a default under, any other instrument to which the Company, any Guarantor or any Subsidiary of the Company or any the Guarantor is a party or by which it or its property Property is bound;
(4) The deposit, defeasance and discharge will not be deemed, or result in, a Federal income taxable event to the Holders of the such Securities and the Holders will be subject to Federal income tax only in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;
(5) The deposit shall not result in the Company, the Trustee or the trust becoming an "investment company" under the Investment Company Act of 1940;
(6) After the passage of 91 days (or any greater period of time in which any such deposit of trust funds may remain subject to any Bankruptcy Laws insofar as those laws apply to the Company) following the deposit of the trust funds, such funds will not be subject to any Bankruptcy Laws affecting creditors' rights generally;
(7) Holders of the Securities The Trustee will have a valid, perfected and unavoidable first-priority security interest in the trust funds; and
(8) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (who may be outside Counsel counsel to the Company, but not in-house counsel to the Company or any of its Subsidiaries), each in form and substance satisfactory to the Trustee, stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section 9.1 have been complied with. In the event all or any portion of the such Securities are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company. In the event that the Company takes the necessary action to comply with the Provisions provisions described in this Section 9.1 and the such Securities are declared due and payable because of the occurrence of an Event of Default, the Company will remain liable for all amounts due on the such Securities at the time of acceleration resulting from such Event of Default in excess of the amount of money and U.S. obligations Government Obligations deposited with the Trustee pursuant to this Section 9.1 at the time of such acceleration.
Appears in 1 contract