Exhibit 4.2
EXECUTION COPY
FIRST SUPPLEMENTAL
INDENTURE
Dated as of August 20,
2009
Supplementing that
Certain
INDENTURE
Dated as of August 20,
2009
Among
BLACKSTONE HOLDINGS FINANCE CO.
L.L.C.,
THE GUARANTOR PARTIES
HERETO
and
THE BANK OF NEW YORK
MELLON,
as Trustee
6.625% Senior Notes due
2019
TABLE OF CONTENTS
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Page
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ARTICLE I
Issuance of Securities
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2
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SECTION 1.1.
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Issuance of
Notes; Principal Amount; Maturity; Title
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2
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SECTION
1.2.
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Interest
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2
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SECTION
1.3.
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Relationship
with Base Indenture
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3
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ARTICLE II
Definitions and Other Provisions of General Application
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3
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SECTION
2.1.
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Definitions
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3
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ARTICLE III
Security Forms
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8
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SECTION
3.1.
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Form
Generally
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8
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SECTION
3.2.
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Form of
Note
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8
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ARTICLE IV
Remedies
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17
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SECTION
4.1.
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Events of
Default
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17
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SECTION
4.2.
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Waiver of
Past Defaults
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17
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ARTICLE V
Redemption of Securities
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18
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SECTION
5.1.
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Optional
Redemption
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18
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ARTICLE VI
Particular Covenants
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18
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SECTION
6.1.
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Liens
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18
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SECTION
6.2.
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Obligation
to Offer to Repurchase Upon a Change of Control Repurchase
Event
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19
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SECTION
6.3.
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Financial
Reports
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20
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ARTICLE VII
Supplemental Indentures
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21
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SECTION
7.1.
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Supplemental
Indentures without Consent of Holders of Notes
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21
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SECTION
7.2.
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Supplemental
Indentures with Consent of Holders of Notes
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21
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ARTICLE VIII
Defeasance
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23
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SECTION
8.1.
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Covenant
Defeasance
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23
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ARTICLE IX
Miscellaneous
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23
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SECTION
9.1.
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Execution as
Supplemental Indenture
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23
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i
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SECTION 9.2.
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Not
Responsible for Recitals or Issuance of Notes
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SECTION
9.3.
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Separability
Clause
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24
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SECTION
9.4.
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Successors
and Assigns
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24
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SECTION
9.5.
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Execution
and Counterparts
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ii
This First Supplemental Indenture,
dated as of August 20, 2009 (the “ First Supplemental
Indenture ”), among Blackstone Holdings Finance Co.
L.L.C., a limited liability company duly organized and existing
under the laws of the State of Delaware, having its principal
office at 345 Park Avenue, New York, New York 10154 (the “
Company ”), the Guarantors party hereto and The Bank
of New York Mellon, a New York banking corporation, as Trustee
under the Base Indenture (as hereinafter defined) and hereunder
(the “ Trustee ”), supplements that certain
Indenture, dated as of August 20, 2009, among the Company, the
Guarantors named therein and the Trustee (the “ Base
Indenture ” and subject to Section 1.3 hereof,
together with this First Supplemental Indenture, the “
Indenture ”).
RECITALS OF THE
COMPANY
The Company and the Guarantors have
heretofore executed and delivered to the Trustee the Base Indenture
providing for the issuance from time to time of one or more series
of the Company’s senior unsecured debt securities (herein and
in the Base Indenture called the “Securities”), the
forms and terms of which are to be determined as set forth in
Sections 201 and 301 of the Base Indenture, and the Guarantees
thereof by the Guarantors; and
Section 901 of the Base
Indenture provides, among other things, that the Company, the
Guarantors and the Trustee may enter into indentures supplemental
to the Base Indenture for, among other things, the purposes of
(a) establishing the form or terms of Securities of any series
as permitted by Sections 201 and 301 of the Base Indenture and
(b) adding to or changing any of the provisions to the Base
Indenture in certain circumstances;
The Company desires to create a
series of Securities designated as its “6.625% Senior Notes
due 2019” pursuant to the terms of this First Supplemental
Indenture.
The Company has duly authorized the
execution and delivery of this First Supplemental Indenture and the
Notes to be issued from time to time, as provided for in the
Indenture.
Each Guarantor has duly authorized
its Guarantee of the Notes and to provide therefor each Guarantor
has duly authorized the execution and delivery of this First
Supplemental Indenture.
All things necessary have been done
to make this First Supplemental Indenture a valid and legally
binding agreement of the Company, in accordance with its terms and
to make the Notes, when executed by the Company and authenticated
and delivered and under the Indenture and duly issued by the
Company, the valid and legally binding obligations of the
Company.
All things necessary have been done
to make the Guarantees, upon execution and delivery of this First
Supplemental Indenture, the valid and legally binding obligations
of each Guarantor and to make this First Supplemental Indenture a
valid and legally binding agreement of each Guarantor, in
accordance with its terms.
1
ARTICLE I
Issuance of
Securities
SECTION 1.1. Issuance of Notes;
Principal Amount; Maturity; Title.
(1) On August 20, 2009, the
Company shall issue and deliver to the Trustee, and the Trustee
shall authenticate, the Initial Notes substantially in the form set
forth in Section 3.2 below, in each case with such appropriate
insertions, omissions, substitutions and other variations as are
required or permitted by the Base Indenture and this First
Supplemental Indenture, and with such letters, numbers, or other
marks of identification and such legends or endorsements placed
thereon as may be required to comply with applicable tax laws or
the rules of any securities exchange or Depositary therefor or as
may, consistently herewith, be determined by the Officer executing
such Notes, as evidenced by the execution of such Notes.
(2) The Initial Notes to be issued
pursuant to the Indenture shall be issued in the aggregate
principal amount of $600,000,000 and shall mature on
August 15, 2019, unless the Notes are redeemed prior to that
date as described in Section 5.1. The aggregate principal
amount of Initial Notes Outstanding at any time may not exceed
$600,000,000, except for Notes issued, authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu
of, other Notes of the series pursuant to Sections 304, 305, 306,
906 or 1107 of the Base Indenture and except for any Notes which,
pursuant to Section 303 of the Base Indenture, are deemed
never to have been authenticated and delivered. The Company may
without the consent of the Holders, issue additional Notes
hereunder as part of the same series and on the same terms and
conditions (and having the same Guarantors) and with the same CUSIP
numbers as the Initial Notes, but may be offered at a different
offering price or have a different issue date, initial interest
accrual or initial interest payment date (“ Additional
Notes ”); provided that if any Additional Notes
are issued at a price that causes such Additional Notes to have
“original issue discount” within the meaning of
Section 1273 of the United States Internal Revenue Code of
1986, as amended, and regulations of the United States Department
of Treasury thereunder (the “ Code ”), such
Additional Notes shall not have the same CUSIP number as the
Initial Notes.
(3) The Notes shall be issued only
in fully registered form without coupons in minimum denominations
of $2,000 and any integral multiple of $1,000 in excess
thereof.
(4) Pursuant to the terms hereof and
Sections 201 and 301 of the Base Indenture, the Company hereby
creates a series of Securities designated as the “6.625%
Senior Notes due 2019” of the Company (as amended or
supplemented from time to time, that are issued under the
Indenture, including both the Initial Notes and the Additional
Notes, if any, the “ Notes ”), which Notes shall
be deemed “Securities” for all purposes under the Base
Indenture.
SECTION 1.2.
Interest.
(1) Interest on a Note will accrue
at the per annum rate of 6.625% (the “ Note Interest
Rate ”), from and including the date specified on the
face of such Note to, but excluding, the date on which the
principal thereof is paid, deemed paid, or made available for
payment and, in each case, will be paid on the basis of a 360-day
year comprised of twelve 30-day months.
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(2) The Company shall pay interest
on the Notes semi-annually in arrears on February 15 and
August 15 of each year (each, an “ Interest Payment
Date ”), commencing February 15, 2010.
(3) Interest shall be paid on each
Interest Payment Date to the registered Holders of the Notes after
the close of business on the Regular Record Date.
(4) Amounts due on the Stated
Maturity or earlier Redemption Date of the Notes will be payable at
the Corporate Trust Office. The Company shall make payments of
principal, premium, if any, and interest or the Repurchase Price in
connection with a Change of Control Repurchase Event in respect of
the Notes in book-entry form to DTC in immediately available funds,
while disbursement of such payments to owners of beneficial
interests in Notes in book-entry form will be made in accordance
with the procedures of DTC and its participants in effect from time
to time. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agent or approve a
change in the office through which any Paying Agent acts, except
that the Company shall be required to maintain a Paying Agent in
each Place of Payment for the Notes. Neither the Company nor the
Trustee shall impose any service charge for any transfer or
exchange of a Note. However, the Company may require Holders of the
Notes to pay any taxes or other governmental charges in connection
with a transfer or exchange of Notes.
(5) If any Interest Payment Date,
Stated Maturity, or earlier Redemption Date or Repurchase Price
Payment Date falls on a day that is not a Business Day in The City
of New York, the Company shall make the required payment of
principal, premium, if any, and/or interest or Repurchase Price in
connection with a Change of Control Repurchase Event on the next
succeeding Business Day as if it were made on the date payment was
due, and no interest will accrue on the amount so payable for the
period from and after that Interest Payment Date, Stated Maturity
or earlier Redemption Date or Repurchase Price Payment Date, as the
case may be, to such next succeeding Business Day.
SECTION 1.3. Relationship with
Base Indenture.
The terms and provisions contained
in the Base Indenture will constitute, and are hereby expressly
made, a part of this First Supplemental Indenture. However, to the
extent any provision of the Base Indenture conflicts with the
express provisions of this First Supplemental Indenture, the
provisions of this First Supplemental Indenture will govern and be
controlling.
ARTICLE II
Definitions and Other Provisions
of General Application
SECTION 2.1.
Definitions.
For all purposes of this First
Supplemental Indenture (except as herein otherwise expressly
provided or unless the context of this First Supplemental Indenture
otherwise requires):
(1) any reference to an
“Article” or a “Section” refers to an
Article or a Section, as the case may be, of this First
Supplemental Indenture;
3
(2) the words “herein,”
“hereof” and “hereunder” and other words of
similar import refer to this First Supplemental Indenture as a
whole and not to any particular Article, Section or other
subdivision;
(3) “including” means
including without limitation;
(4) unless otherwise provided,
references to agreements and other instruments shall be deemed to
include all amendments and other modifications to such agreements
and instruments, but only to the extent such amendments and other
modifications are not prohibited by the terms of this
Indenture.
The terms defined in this
Section 2.1 (except as herein otherwise expressly provided or
unless the context of this First Supplemental Indenture otherwise
requires) for all purposes of this First Supplemental Indenture and
of any indenture supplemental hereto have the respective meanings
specified in this Section 2.1. All other terms used in this
First Supplemental Indenture that are defined in the Base
Indenture, either directly or by reference therein (except as
herein otherwise expressly provided or unless the context of this
First Supplemental Indenture otherwise requires), have the
respective meanings assigned to such terms in the Base Indenture,
as in force at the date of this First Supplemental Indenture as
originally executed; provided that any term that is defined
in both the Base Indenture and this First Supplemental Indenture
shall have the meaning assigned to such term in this First
Supplemental Indenture.
“ Additional Notes
” has the meaning specified in
Section 1.1(2).
“ Applicable Procedures
” means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the
rules and procedures of DTC, Euroclear and Clearstream, in each
case to the extent applicable to such transaction and as in effect
from time to time.
“ Below Investment Grade
Rating Event ” means the rating on the Notes is lowered
in respect of a Change of Control and the Notes are rated below
Investment Grade by both Rating Agencies on any date from the date
of the public notice of an arrangement that could result in a
Change of Control until the end of the 60-day period following
public notice of the occurrence of a Change of Control (which
period shall be extended until the ratings are announced if during
such 60 day period the rating of the Notes is under publicly
announced consideration for possible downgrade by either of the
Rating Agencies); provided that a Below Investment Grade
Rating Event otherwise arising by virtue of a particular reduction
in rating shall not be deemed to have occurred in respect of a
particular Change of Control (and thus shall not be deemed a Below
Investment Grade Rating Event for purposes of the definition of
Change of Control Repurchase Event hereunder) if the Rating
Agencies making the reduction in rating to which this definition
would otherwise apply do not announce or publicly confirm or inform
the Company in writing at its request that the reduction was the
result, in whole or in part, of any event or circumstance comprised
of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control
shall have occurred at the time of the Below Investment Grade
Rating Event).
4
“ Change of Control
” means the occurrence of the following:
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(1)
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the direct or
indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of
related transactions, of all or substantially all of the properties
and assets of the Credit Group to any “person” (as that
term is used in Section 13(d)(3) of the Exchange Act or any
successor provision), other than to a Continuing Blackstone Entity;
or
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(2)
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the
consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any
“person” (as that term is used in Section 13(d)(3)
of the Exchange Act or any successor provision), other than a
Continuing Blackstone Entity, becomes (A) the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act or any
successor provision) of a controlling interest in (i) the
Partnership or (ii) one or more Guarantors comprising all or
substantially all of the assets of the Credit Group and
(B) entitled to receive a Majority Economic Interest in
connection with such transaction.
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“ Change of Control
Offer ” has the meaning specified in
Section 6.2(1).
“ Change of Control
Repurchase Event ” means the occurrence of a Change of
Control and a Below Investment Grade Rating Event.
“ Clearstream ”
means Clearstream Banking, S.A.
“ Code ” has the
meaning specified in Section 1.1(2).
“ Commission ”
means the Securities and Exchange Commission or any successor
entity.
“ Comparable Treasury
Issue ” means the United States Treasury security or
securities selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term
of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a comparable
maturity to the remaining term of such Notes.
“ Comparable Treasury
Price ” means, with respect to any Redemption Date, the
average of the Reference Treasury Dealer Quotations for such
Redemption Date or, if the Trustee obtains only one Reference
Treasury Dealer Quotation, such Reference Treasury Dealer
Quotation.
“ Continuing Blackstone
Entity ” means any entity that, immediately prior to and
immediately following any relevant date of determination, is
directly or indirectly controlled by one or more senior managing
directors or other personnel of the Partnership who, as of any date
of determination (i) each have devoted substantially all of
his or her business and professional time to the activities of the
Credit Parties and/or their Subsidiaries during the 12-month period
immediately preceding such date and (ii) directly or
indirectly control a majority of the general partner interests (or
other similar interests) in Partnership or any successor
entity.
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“ Covenant Defeasance
” has the meaning specified in Section 8.1.
“ DTC ” means The
Depository Trust Company, a New York corporation.
“ Euroclear ”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.
“ Event of Default
” has the meaning specified in Section 4.1.
“ Fitch ” means
Fitch Ratings Inc. or any successor thereto.
“ Independent Investment
Banker ” means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the
Company.
“ Initial Notes ”
means Notes in an aggregate principal amount of up to $600,000,000
initially issued under this First Supplemental Indenture in
accordance with Section 1.1(2).
“ Interest Payment Date
” has the meaning specified in
Section 1.2(2).
“ Investment Grade
” means a rating of BBB- or better by Fitch (or its
equivalent under any successor rating categories of Fitch) and BBB-
or better by S&P (or its equivalent under any successor rating
categories of S&P) (or, in each case, if such Rating Agency
ceases to rate the Notes of either series for reasons outside of
the Company’s control, the equivalent investment grade credit
rating from any Rating Agency selected by the Company as a
replacement Rating Agency).
“ Majority Economic
Interest ” means any right or entitlement to receive more
than 50% of the equity distributions or partner allocations
(whether such right or entitlement results from the ownership of
partner or other equity interests, securities, instruments or
agreements of any kind) made to all holders of partner or other
equity interests in the Credit Group (other than entities within
the Credit Group).
“ Maturity Date ”
means August 15, 2019.
“ Note Interest Rate
” has the meaning specified in
Section 1.2(1).
“ Notes ” has the
meaning specified in Section 1.1(4).
“ Permitted Liens
” means (a) liens on voting stock or profit
participating equity interests of any Subsidiary existing at the
time such entity becomes a direct or indirect Subsidiary of the
Partnership or is merged into a direct or indirect Subsidiary of
the Partnership ( provided such liens are not created or
incurred in connection with such transaction and do not extend to
any other Subsidiary), and (b) statutory liens, liens for
taxes or assessments or governmental liens not yet due or
delinquent or which can be paid without penalty or are being
contested in good faith and (c) other liens of a similar
nature as those described above.
6
“ Rating Agency ”
means:
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(1)
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each of Fitch
and S&P; and
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(2)
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if either of
Fitch or S&P ceases to rate the Notes or fails to make a rating
of the Notes publicly available for reasons outside of the
Company’s control, a “nationally recognized statistical
rating organization” within the meaning of
Section 3(a)(62) of the Exchange Act selected by the Company
as a replacement agency for Fitch or S&P, or both, as the case
may be.
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“ Reference Treasury
Dealer ” means each of Morgan Stanley & Co.
Incorporated and Citigroup Global Markets Inc. or their respective
affiliates which are primary U.S. Government securities dealers,
and their respective successors; provided that if Morgan
Stanley & Co. or Citigroup Global Markets Inc. or their
respective affiliates shall cease to be a primary U.S. Government
securities dealer in The City of New York (a “Primary
Treasury Dealer”), the Company shall substitute therefor
another Primary Treasury Dealer.
“ Reference Treasury Dealer
Quotations ” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 3:30 p.m. New York time on the third
business day preceding such Redemption Date.
“ Registrar ”
means the Security Registrar for the Notes, which shall initially
be The Bank of New York Mellon, or any successor entity thereof,
subject to replacement as set forth in the Base
Indenture.
“ Regular Record Date
” for interest payable in respect of any Note on any Interest
Payment Date means the day that is 15 days prior to the relevant
Interest Payment Date (whether or not a Business Day).
“ Repurchase Price
” has the meaning specified in
Section 6.2(1).
“ Repurchase Price Payment
Date ” has the meaning specified in
Section 6.2(2)(iii).
“ S&P ” means
Standard & Poor’s Financial Services LLC, a
subsidiary of The McGraw-Hill Companies, Inc., or any successor
thereto.
“ Treasury Rate ”
means, with respect to any Redemption Date, the rate per annum
equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
7
ARTICLE III
Security Forms
SECTION 3.1. Form
Generally.
(1) The Notes shall be in
substantially the form set forth in Section 3.2 of this
Article III, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by
the Base Indenture and this First Supplemental Indenture, and may
have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to
comply with applicable tax laws or the rules of any securities
exchange or Depositary therefore or as may, consistent herewith, be
determined by the Officer executing such Notes, as evidenced by the
execution thereof. All Notes shall be in fully registered
form.
(2) The Notes shall be printed,
lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the Officer of
the Company executing such Notes, as evidenced by the execution of
such Notes.
(3) Upon their original issuance,
the Notes shall be issued in the form of one or more Global
Securities in definitive, fully registered form without interest
coupons. Each such Global Security shall be duly executed by the
Company, authenticated and delivered by the Trustee and shall be
registered in the name of DTC, as Depositary, or its nominee, and
deposited with the Trustee, as custodian for DTC. Beneficial
interests in the Global Securities will be shown on, and transfers
will only be made through, the records maintained by DTC and its
participants, including Clearstream and the Euroclear
System.
SECTION 3.2. Form of
Note.
[FORM OF FACE OF NOTE]
[THE FOLLOWING LEGEND SHALL APPEAR
ON THE FACE OF EACH GLOBAL SECURITY SOLD PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT:
THIS SECURITY (INCLUDING THE RELATED
GUARANTEES) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON
ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT
HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION
8
TERMINATION DATE”) THAT IS ONE
YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE
DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH BLACKSTONE HOLDINGS FINANCE CO.
L.L.C. OR ANY AFFILIATE OF BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), ONLY (A) TO BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
OR THE BLACKSTONE GROUP L.P., BLACKSTONE HOLDINGS I L.P.,
BLACKSTONE HOLDINGS II L.P., BLACKSTONE HOLDINGS III L.P. OR
BLACKSTONE HOLDING IV L.P. OR ANY SUBSIDIARY THEREOF,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT
IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO BLACKSTONE HOLDINGS FINANCE CO.
L.L.C.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER