The New Notes were issued pursuant to an indenture (the “Original Indenture”), dated as of November 21, 2001, as supplemented by the first supplemental indenture, dated as of July 30, 2009 (the “First Supplemental Indenture”), the third supplemental indenture, dated as of March 30, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of March 30, 2011 (the “Fourth Supplemental Indenture”) and the tenth supplemental indenture, dated as of September 2, 2021 (the “Tenth Supplemental Indenture”) between the Company and The Bank of New York Mellon (the “Trustee”) (the Original Indenture as supplemented by the First Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Tenth Supplemental Indenture, the “Indenture”).
The 7.875% 2026 Notes are set to mature on March 1, 2026, the 7.750% 2026 Notes are set to mature on March 15, 2026, the 2028 Notes are set to mature on January 15, 2028, the 2029 Notes are set to mature on June 1, 2029, the 2031 Notes are set to mature on February 15, 2031 and the 2036 Notes are set to mature on March 15, 2036, unless redeemed earlier as applicable. With the exception of the 7.875% 2026 Notes, the Company may redeem New Notes of any series at its option, as a whole or in part, at any time or from time to time, at the applicable redemption price, as described in the applicable form of New Note.
The Indenture governing the New Notes contains certain covenants, including covenants related to our ability to create liens, engage in certain sale and leaseback transactions and engage in certain transactions and asset sales. These covenants are subject to exceptions and qualifications.
The New Notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The above description of the New Notes does not purport to be complete and is qualified in its entirety by reference to the Original Indenture, filed as an exhibit to the Company’s current report on Form 8-K filed on November 21, 2001, the First Supplemental Indenture, filed as an exhibit to the Company’s current report on Form 8-K filed on July 30, 2009, the Third Supplemental Indenture, filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed on April 27, 2011, the Fourth Supplemental Indenture, filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed on April 27, 2011, the Tenth Supplemental Indenture attached hereto as Exhibit 4.1, and the Forms of 7.875% 2026 Notes, 7.750% 2026 Notes, 2028 Notes, 2029 Notes, 2031 Notes and 2036 Notes attached hereto as Exhibits 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7, respectively, each of which is incorporated herein by reference.
Registration Rights Agreement
In connection with the issuance of the New Notes, the Company also entered into a registration rights agreement, dated as of the Settlement Date (the “Registration Rights Agreement”), by and between the Company, as issuer, and the dealer managers named therein, which will give holders of the New Notes certain exchange and registration rights with respect to the New Notes. If the Company fails to satisfy its obligations under the Registration Rights Agreement, it may be required to pay additional interest on the New Notes in certain circumstances. A copy of the Registration Rights Agreement is filed as Exhibit 4.8 hereto and is incorporated herein by reference in its entirety.
