Amount; Series; Terms. (a) There is hereby created and designated three series of Securities under the Base Indenture: the title of the 2016 Notes shall be “3.100% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements. (b) The aggregate principal amount of 2016 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2016 Notes”) shall be limited to $300,000,000, the aggregate principal amount of 2021 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2021 Notes”) shall be limited to $300,000,000 and the aggregate principal amount of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 Notes, the “Initial Notes”) shall be limited to $400,000,000 subject, in each case, to increase as set forth in Section 3.04. (c) The Stated Maturity of the 2016 Notes shall be March 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 2041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee. (d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.600% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annum, in each case beginning on September 15, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be September 15 and March 15 of each year, beginning on September 15, 2011, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. (e) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co)
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1003.625% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2034.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is €500,000,000. The Issuer shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN and/or Common Code number(s), as applicable. With respect to $300,000,000any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the ISIN and/or Common Code number(s), as applicable, of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “Initial Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $400,000,000 subjectdeemed replaced by “ISIN” and/or “Common Code” numbers, in each case, to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the 2016 Notes shall be March 15November 22, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 2041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee2034.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6003.625% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom November 22, in each case beginning on September 152024, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or November 22, 2024 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The date on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September 15 and March 15 November 22 of each year, beginning on September 15November 22, 20112025, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity November 7 (whether or other payment not such date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
(f) No service charge will be made for any registration of a transfer, exchange or redemption of the Notes, but the Obligors may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated three four series of Securities under the Base Indenture: the title of the 2016 2024 Notes shall be “3.1003.750% Senior Notes due 20162024”, the title of the 2021 2025 Notes shall be “4.6003.625% Senior Notes Due 2025”, the title of the 2027 Notes shall be “3.300% Senior Notes due 20212027” and the title of the 2041 2029 Notes shall be “5.9502.750% Senior Notes due 2041.” Due 2029”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 the 2024 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2016 Notes”) shall be limited to $300,000,000400,000,000, the aggregate principal amount of 2021 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2021 Notes”) shall be limited to $300,000,000 and 500,000,000, the aggregate principal amount of 2041 2027 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 Notes, the “Initial Notes”) shall be limited to $400,000,000 subject800,000,000 and the aggregate principal amount of the 2029 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $500,000,000, in each case, subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the 2016 2024 Notes shall be March 15April 1, 20162024, the Stated Maturity of the 2021 2025 Notes shall be March 15April 1, 2021 2025, the Stated Maturity of the 2027 Notes shall be April 1, 2027 and the Stated Maturity of the 2041 2029 Notes shall be March 15October 1, 20412029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the TrusteeCorporate Trust Office.
(d) The 2016 2024 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6003.750% per annum from and the 2041 Notes shall bear interest at the rate of 5.950% per annumincluding April 1, in each case beginning on September 152021, 2011 or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the forms form of Note 2024 Notes annexed hereto as Exhibit A-1A. The 2025 Notes shall bear interest at the rate of 3.625% per annum from and including April 1, 2021,or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2025 Notes annexed hereto as Exhibit A-2B. The 2027 Notes shall bear interest at the rate of 3.300% per annum from and including April 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2027 Notes annexed hereto as Exhibit A-3C. The 2029 Notes shall bear interest at the rate of 2.750% per annum from and including April 1, respectively. 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2029 Notes annexed hereto as Exhibit D. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The For the 2024 Notes, the dates on which such interest shall be payable (each, a “2024 Interest Payment Dates for the Notes Date”) shall be September 15 April 1 and March 15 October 1 of each year, beginning commencing on September 15October 1, 20112021, and the “2024 Regular Record Date Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2025 Notes, the dates on which such interest shall be payable (each, a “2025 Interest Payment Date”) shall be April 1 and March October 1 of each year, commencing on October 1, 2021, and the “2025 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2027 Notes, the dates on which such interest shall be payable (each, a “2027 Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on October 1, 2021, and the “2027 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2029 Notes, the dates on which such interest shall be payable (each, a “2029 Interest Payment Date” and together with the 2024 Interest Payment Date, the 2025 Interest Payment Date and the 2027 Interest Payment Date, an “Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on October 1, 2021, and the “2029 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the applicable Regular Record Date, provided, however, interest payable on the Stated Maturity of any series of the Notes will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity or other payment date with respect to of the applicable series of Notes is not a Business Day, then the required related payment of principalinterest and/or principal payable, premiumas applicable, if any, or interest on such date will be due paid on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Redemption Date or Stated Maturity or other payment date, and no further interest will accrue as the case may be, to the date a result of that payment on the next succeeding Business Daysuch delay.
(ef) The Each series of Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base IndentureIndenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Sources: Nineteenth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1001.800% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is $500,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $300,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the CUSIP number of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the “Initial Notes”) first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $400,000,000 subject, in each case, to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the 2016 Notes shall be March July 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 20412027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New Yorkthe United States, which shall initially be the office or agency of the TrusteeTrustee in the United States.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6001.800% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom June 22, in each case beginning on September 152020, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September January 15 and March July 15 of each year, beginning on September January 15, 20112021, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September January 1 and March or July 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is The Notes are hereby created and designated three as a series of Securities under the Base Indenture: the title of the 2016 Notes shall be “3.1004.75% Senior Secured Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 20412027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
. Upon receipt of a written order of the Issuer, the Trustee shall authenticate (bi) The aggregate principal amount of 2016 4.75% Senior Secured Notes that initially may be authenticated and delivered under this Supplemental Indenture (due 2027 for original issue on the “Initial 2016 Notes”) shall be limited to $300,000,000, Issue Date in the aggregate principal amount not to exceed $575,000,000 and (ii) subject to Section 4.06 (unless terminated pursuant to Section 4.21) and Section 4.10, Additional Notes in an unlimited principal amount, upon a written order of 2021 the Issuer in the form of an Officer’s Certificate of the Issuer. The Officer’s Certificate shall specify the amount of the Notes that initially may to be authenticated authenticated, the date on which the Notes are to be authenticated, and delivered under this Supplemental Indenture (the “Initial 2021 Notes”) names and delivery instructions for each Holder. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer. Any Additional Notes shall be limited to $300,000,000 part of the same issue as the Notes being issued on the date hereof and the aggregate principal amount of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together shall vote on all matters as one class with the Initial 2016 Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Initial 2021 offers to purchase. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, the “Initial Notes”) shall be limited to $400,000,000 subject, in each case, to increase as set forth in Section 3.04.
(c) if any. The Stated Maturity of the 2016 Notes shall be March February 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 20412027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company Issuer maintained for such purpose in New Yorkthe Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee.
(d) Trustee in the Borough of Manhattan, The 2016 City of New York. The Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6004.75% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom February 4, in each case beginning on September 15, 2011 2020 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms form of Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be September 15 and March 15 of each year, beginning on September 15, 2011, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company Issuer and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture. The initial Depositary shall be The Depository Trust Company.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1003.200% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2029.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is $1,200,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $300,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the CUSIP number of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the “Initial Notes”) first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $400,000,000 subject, in each case, to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the 2016 Notes shall be March 15November 18, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 20412029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New Yorkthe United States, which shall initially be the office or agency of the TrusteeTrustee in the United States.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6003.200% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom November 18, in each case beginning on September 152019, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September 15 May 18 and March 15 November 18 of each year, beginning on September 15May 18, 20112020, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1May 4 or November 4, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1003.250% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2029.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is €750,000,000. The Issuer shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN and/or Common Code number(s), as applicable. With respect to $300,000,000any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the ISIN and/or Common Code number(s), as applicable, of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “Initial Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $400,000,000 subjectdeemed replaced by “ISIN” and/or “Common Code” numbers, in each case, to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the 2016 Notes shall be March 15May 19, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 2041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee2029.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6003.250% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom May 19, in each case beginning on September 152025, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or May 19, 2025 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The date on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September 15 and March 15 May 19 of each year, beginning on September 15May 19, 20112026, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity May 4 (whether or other payment not such date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
(f) No service charge will be made for any registration of a transfer, exchange or redemption of the Notes, but the Obligors may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby The First Supplemental Indenture has previously created and designated three series one Series of Securities under the Base Indenture: Indenture titled the title “4.875% Notes due 2029.” Unless otherwise specified herein, the provisions of the 2016 First Supplemental Indenture applicable to the Initial Notes issued thereunder shall be “3.100% Senior apply to the Initial Reopened Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041.” issued under this Second Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Initial Reopened Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless or Additional Notes that may be issued under the First Supplemental Indenture unless, in each case, a supplemental indenture with respect to such other series Series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2016 Reopened Notes”) shall be limited to $300,000,000200,000,000. The Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with such 4.875% Senior Notes due 2029. The Initial Reopened Notes shall also constitute Additional Notes with respect to the aggregate principal amount of 2021 Initial Notes that initially issued under the First Supplemental Indenture. Further Additional Notes may be authenticated and delivered under this Supplemental Indenture (the “Initial 2021 Notes”) shall be limited to $300,000,000 and the aggregate principal amount of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 Notes, the “Initial Notes”) shall be limited to $400,000,000 subject, in each case, to increase issued as set forth in Section 3.043.03 of the First Supplemental Indenture.
(c) The Stated Maturity of the 2016 Notes shall be March June 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 20412029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose in New York, New Yorkpurpose, which shall initially be the office or agency of the TrusteeCorporate Trust Office.
(d) The 2016 Notes shall bear interest at the rate of 3.1004.875% per annum, . Interest on the 2021 Notes shall bear interest at the rate of 4.600% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumaccrue from June 6, in each case beginning on September 152019, 2011 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the forms form of Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectivelyA with respect to the Initial Reopened Notes. Interest shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The Interest Payment Dates for the Notes shall be September June 15 and March December 15 of each year, beginning on September December 15, 20112019, and the Regular Record Date “record date” for any interest payable on each such Interest Payment Date shall be the immediately preceding September June 1 and March December 1, respectively; provided that upon the Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the Notes shall be the immediately preceding June 1, 2029. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will shall be due on the next succeeding Business Day as if made on the date that such payment was due, and and, unless the Company defaults on such payment, no interest will shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Initial Reopened Notes of each series will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If the Initial Reopened Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price of the Initial Reopened Notes shall be 99.607% of the principal amount of such Notes.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1000.250% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is €500,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to $300,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the ISIN or Common Code number of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “Initial Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $400,000,000 subjectdeemed replaced by “ISIN” or “Common Code” numbers, in each case, to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the 2016 Notes shall be March 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 2041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee2027.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6000.250% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom March 10, in each case beginning on September 152021, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 10, 2021 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The date on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September 15 and March 15 of each year, beginning on September March 15, 20112022, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September March 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity (whether or other payment not such date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
(f) No service charge will be made for any registration of a transfer, exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Sources: Supplemental Indenture (Equinix Inc)
Amount; Series; Terms. (a) There is hereby The Third Supplemental Indenture has previously created and designated three two series of Securities under the Base Indenture: Indenture titled the title of the 2016 Notes shall be “3.1003.750% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 20212026” and the title “4.875% Notes due 2030.” Unless otherwise specified herein, the provisions of the 2041 Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall be “5.950% Senior apply to the Initial Reopened Notes due 2041.” issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 2026 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2026 Initial 2016 Reopened Notes”) shall be limited to $300,000,000250,000,000, and the aggregate principal amount of 2021 2030 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2030 Initial 2021 Reopened Notes”, and together with the 2026 Initial Reopened Notes, the “Initial Reopened Notes”) shall be limited to $300,000,000 325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, and the aggregate principal amount 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of 2041 Initial Notes that initially issued under the Third Supplemental Indenture. Further Additional Notes may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 Notes, the “Initial Notes”) shall be limited to $400,000,000 subject, in each case, to increase issued as set forth in Section 3.043.03 of the Third Supplemental Indenture.
(c) The Stated Maturity of the 2016 2026 Notes shall be March 15February 1, 20162026, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 2030 Notes shall be March 15May 12, 20412030. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose in New York, New Yorkpurpose, which shall initially be the office or agency of the TrusteeCorporate Trust Office.
(d) The 2016 2026 Notes shall bear interest at the rate of 3.1003.750% per annum, and the 2021 2030 Notes shall bear interest at the rate of 4.600% per annum and the 2041 Notes shall bear interest at the rate of 5.9504.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, in each case beginning on September 152020, 2011 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the forms form of Note annexed hereto as Exhibit A-1A. Interest on the 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A-2, and Exhibit A-3, respectively. B. Interest shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The Interest Payment Dates for the Notes interest payment dates shall be September 15 (x) February 1 and March 15 August 1 of each year, beginning on September 15February 1, 20112021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Notes, an “Interest Payment Date”) and the Regular Record Date “record date” for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 (x) January 15 and March 1July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to the a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest will shall be due on the next succeeding Business Day as if made on the date that such payment was due, and and, unless the Company defaults on such payment, no interest will shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Each series of Initial Reopened Notes of each series will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three two series of Securities Notes under the Base Indenture: the title of the 2016 New 2017 Notes shall be “3.1006% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021Due 2017” and the title of the 2041 New 2019 Notes shall be “5.9506.375% Senior Notes due 2041Due 2019.” The New 2017 Notes and the New 2019 Notes shall be treated as separate series for all purposes under the Indenture. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 New 2017 Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Notes within the meaning of the Base Indenture (the “Initial 2016 Original 2017 Notes”) shall be limited to $300,000,000505,000,000, and the aggregate principal amount of 2021 New 2019 Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Notes within the meaning of the Base Indenture (the “Initial 2021 Original 2019 Notes” and together with the Original 2017 Notes, the “Original Notes”) shall be limited to $300,000,000 and the aggregate principal amount of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 Notes, the “Initial Notes”) shall be limited to $400,000,000 800,000,000 subject, in each case, to increase as set forth in Section 3.042.12 of the Base Indenture.
(c) The Stated Maturity of the 2016 New 2017 Notes shall be March November 15, 20162017, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 New 2019 Notes shall be March November 15, 20412019. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New Yorkthe Borough of Manhattan, The City of New York, which shall initially be the office or agency of the TrusteeTrustee in the Borough of Manhattan, The City of New York.
(d) The 2016 New 2017 Notes shall bear interest at the rate of 3.1006% per annum, and the 2021 New 2019 Notes shall bear interest at the rate of 4.600% per annum and the 2041 Notes shall bear interest at the rate of 5.9506.375% per annum, in each case beginning on September 15from November 14, 2011 2012 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Note annexed hereto as Exhibit A-1, A-1 and Exhibit A-2, and Exhibit A-3, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September May 15 and March November 15 of each year, beginning on September May 15, 20112013, and the “Regular Record Date Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding September May 1 and March November 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.03 of the Base Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (E TRADE FINANCIAL Corp)
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1004.000% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2034.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is €750,000,000. The Issuer shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN and/or Common Code number(s), as applicable. With respect to $300,000,000any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the ISIN and/or Common Code number(s), as applicable, of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “Initial Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $400,000,000 subjectdeemed replaced by “ISIN” and/or “Common Code” numbers, in each case, to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the 2016 Notes shall be March 15May 19, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 2041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee2034.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6004.000% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom May 19, in each case beginning on September 152025, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or May 19, 2025 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The date on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September 15 and March 15 May 19 of each year, beginning on September 15May 19, 20112026, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity May 4 (whether or other payment not such date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
(f) No service charge will be made for any registration of a transfer, exchange or redemption of the Notes, but the Obligors may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three four series of Securities under the Base Indenture: the title of the 2016 2020 Notes shall be “2.450% Senior Notes due 2020,” the title of the 2022 Notes shall be “3.100% Senior Notes due 2016”, 2022,” the title of the 2021 2025 Notes shall be “4.6003.700% Senior Notes due 20212025” and the title of the 2041 2045 Notes shall be “5.9504.900% Senior Notes due 20412045.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 2020 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2016 2020 Notes”) shall be limited to $300,000,0001,750,000,000, the aggregate principal amount of 2021 2022 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2021 2022 Notes”) shall be limited to $300,000,000 and 1,000,000,000, the aggregate principal amount of 2041 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 2025 Notes”) shall be limited to $2,250,000,000 and the aggregate principal amount of 2045 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2045 Notes” and together with the Initial 2016 2020 Notes, the Initial 2022 Notes and the Initial 2021 2025 Notes, the “Initial Notes”) shall be limited to $400,000,000 2,000,000,000, subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the 2016 2020 Notes shall be March 15July 29, 20162020, the Stated Maturity of the 2021 2022 Notes shall be March 15July 29, 2021 2022, the Stated Maturity of the 2025 Notes shall be July 29, 2025 and the Stated Maturity of the 2041 2045 Notes shall be March 15July 29, 20412045. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New YorkMinneapolis, New YorkMinnesota, which shall initially be the office or agency of the Trustee.
(d) The 2016 2020 Notes shall bear interest at the rate of 2.450% per annum, the 2022 Notes shall bear interest at the rate of 3.100% per annum, the 2021 2025 Notes shall bear interest at the rate of 4.6003.700% per annum and the 2041 2045 Notes shall bear interest at the rate of 5.9504.900% per annum, in each case beginning on September 15July 29, 2011 2015 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Note annexed hereto as Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-3A-4, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be September 15 January 29 and March 15 July 29 of each year, beginning on September 15January 29, 20112016, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 January 14 and March 1July 14, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture.
(f) The Company shall pay the principal of any Definitive Notes at the Office or Agency designated by the Company for that purpose under the Indenture. Interest on any Definitive Notes shall be payable, at the Company’s Option (i) by check mailed to the Holders of such Notes at their address in the Security Register and (ii) upon application to the Registrar, not later than the relevant Regular Record Date, by a Holder having an aggregate principal amount of Definitive Notes of at least $1,000,000, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Registrar to the contrary.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1005.500% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2034.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is $750,000,000. The Issuer shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $300,000,000any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the CUSIP number of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the “Initial Notes”) first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $400,000,000 subject, in each case, to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the 2016 Notes shall be March June 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 20412034. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company Obligors maintained for such purpose in New York, New Yorkthe United States, which shall initially be the office or agency of the TrusteeTrustee in the United States.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6005.500% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom May 30, in each case beginning on September 152024, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September June 15 and March December 15 of each year, beginning on September December 15, 20112024, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September June 1 and March or December 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is The Notes are hereby created and designated three as a series of Securities under the Base Indenture: the title of the 2016 Notes shall be “3.1004.375% Senior Secured Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 20412028.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
. Upon receipt of a written order of the Issuer, the Trustee shall authenticate (bi) The aggregate principal amount of 2016 4.375% Senior Secured Notes that initially may be authenticated and delivered under this Supplemental Indenture (due 2028 for original issue on the “Initial 2016 Notes”) shall be limited to $300,000,000, Issue Date in the aggregate principal amount not to exceed $500,000,000 and (ii) subject to Section 4.06 (unless terminated pursuant to Section 4.21) and Section 4.10, Additional Notes in an unlimited principal amount, upon a written order of 2021 the Issuer in the form of an Officer’s Certificate of the Issuer. The Officer’s Certificate shall specify the amount of the Notes that initially may to be authenticated authenticated, the date on which the Notes are to be authenticated, and delivered under this Supplemental Indenture (the “Initial 2021 Notes”) names and delivery instructions for each Holder. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer. Any Additional Notes shall be limited to $300,000,000 part of the same issue as the Notes being issued on the date hereof and the aggregate principal amount of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together shall vote on all matters as one class with the Initial 2016 Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Initial 2021 offers to purchase. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, the “Initial Notes”) shall be limited to $400,000,000 subject, in each case, to increase as set forth in Section 3.04.
(c) if any. The Stated Maturity of the 2016 Notes shall be March 15September 1, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 20412028. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company Issuer maintained for such purpose in New Yorkthe Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee.
(d) Trustee in the Borough of Manhattan, The 2016 City of New York. The Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6004.375% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom August 20, in each case beginning on September 15, 2011 2020 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms form of Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be September 15 and March 15 of each year, beginning on September 15, 2011, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company Issuer and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture. The initial Depositary shall be The Depository Trust Company.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated three four series of Securities under the Base Indenture: the title of the 2016 2024 Notes shall be “3.1003.750% Senior Notes due 20162024”, the title of the 2021 2025 Notes shall be “4.6003.625% Senior Notes Due 2025”, the title of the 2027 Notes shall be “3.300% Senior Notes due 20212027” and the title of the 2041 2029 Notes shall be “5.9502.750% Senior Notes due 2041.” Due 2029”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 the 2024 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2016 Notes”) shall be limited to $300,000,000400,000,000, the aggregate principal amount of 2021 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2021 Notes”) shall be limited to $300,000,000 and 500,000,000, the aggregate principal amount of 2041 2027 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 Notes, the “Initial Notes”) shall be limited to $400,000,000 subject800,000,000 and the aggregate principal amount of the 2029 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $500,000,000, in each case, subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the 2016 2024 Notes shall be March 15April 1, 20162024, the Stated Maturity of the 2021 2025 Notes shall be March 15April 1, 2021 2025, the Stated Maturity of the 2027 Notes shall be April 1, 2027 and the Stated Maturity of the 2041 2029 Notes shall be March 15October 1, 20412029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the TrusteeCorporate Trust Office.
(d) The 2016 2024 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6003.750% per annum from and the 2041 Notes shall bear interest at the rate of 5.950% per annumincluding October 1, in each case beginning on September 152021, 2011 or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the forms form of Note 2024 Notes annexed hereto as Exhibit A-1A. The 2025 Notes shall bear interest at the rate of 3.625% per annum from and including October 1, 2021,or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2025 Notes annexed hereto as Exhibit A-2B. The 2027 Notes shall bear interest at the rate of 3.300% per annum from and including October 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2027 Notes annexed hereto as Exhibit A-3C. The 2029 Notes shall bear interest at the rate of 2.750% per annum from and including October 1, respectively. 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2029 Notes annexed hereto as Exhibit D. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The For the 2024 Notes, the dates on which such interest shall be payable (each, a “2024 Interest Payment Dates for the Notes Date”) shall be September 15 April 1 and March 15 October 1 of each year, beginning commencing on September 15April 1, 20112022, and the “2024 Regular Record Date Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2025 Notes, the dates on which such interest shall be payable (each, a “2025 Interest Payment Date”) shall be April 1 and March October 1 of each year, commencing on April 1, 2022, and the “2025 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2027 Notes, the dates on which such interest shall be payable (each, a “2027 Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on April 1, 2022, and the “2027 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2029 Notes, the dates on which such interest shall be payable (each, a “2029 Interest Payment Date” and together with the 2024 Interest Payment Date, the 2025 Interest Payment Date and the 2027 Interest Payment Date, an “Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on April 1, 2022, and the “2029 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the applicable Regular Record Date, provided, however, interest payable on the Stated Maturity of any series of the Notes will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity or other payment date with respect to of the applicable series of Notes is not a Business Day, then the required related payment of principalinterest and/or principal payable, premiumas applicable, if any, or interest on such date will be due paid on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Redemption Date or Stated Maturity or other payment date, and no further interest will accrue as the case may be, to the date a result of that payment on the next succeeding Business Daysuch delay.
(ef) The Each series of Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base IndentureIndenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Sources: Nineteenth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1003.900% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2032.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is $1,200,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $300,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the CUSIP number of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the “Initial Notes”) first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $400,000,000 subject, in each case, to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the 2016 Notes shall be March April 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 20412032. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New Yorkthe United States, which shall initially be the office or agency of the TrusteeTrustee in the United States.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6003.900% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom April 5, in each case beginning on September 152022, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September April 15 and March October 15 of each year, beginning on September October 15, 20112022, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September April 1 and March or October 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1002.875% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2026.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is €1,000,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to $300,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the ISIN or Common Code number of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue. References to “Initial Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $400,000,000 subjectdeemed replaced by “ISIN” or “Common Code” numbers, in each case, to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the 2016 Notes shall be March 15February 1, 20162026, unless earlier redeemed or repurchased in accordance with the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 2041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the TrusteeIndenture.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6002.875% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom December 12, in each case beginning on September 152017, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September 15 February 1 and March 15 August 1 of each year, beginning on September 15August 1, 20112018, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1January 15 or July 15, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three separate series of Securities Initial Notes under the Base Indenture: (1) the title of the 2016 Notes shall be “3.1001.650% Senior Notes due 2016”, 2026,” (2) the title of the 2021 Notes shall be “4.6002.450% Senior Notes due 20212028” and (3) the title of the 2041 Notes shall be “5.9502.950% Senior Notes due 20412031.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes each series of Notes, as applicable, and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 2026 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2016 2026 Notes”) shall be limited to $300,000,000500,000,000, the subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2021 2028 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2021 2028 Notes”) shall be limited to $300,000,000 and the 750,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2041 2031 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2041 2031 Notes” and and, together with the Initial 2016 2026 Notes and the Initial 2021 2028 Notes, the “Initial Notes”) shall be limited to $400,000,000 subject750,000,000, in each case, subject to increase as set forth in Section 3.043.03 of this First Supplemental Indenture.
(c) The Stated Maturity of the 2016 2026 Notes shall be March April 15, 2016, the 2026. The Stated Maturity of the 2021 2028 Notes shall be March April 15, 2021 and the 2028. The Stated Maturity of the 2041 2031 Notes shall be March April 15, 20412031. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (subject to Section 305 of the Base Indenture), at the office or agency of the Company maintained for such purpose in New York, New Yorkpurpose, which shall initially be the office or agency of the TrusteeCorporate Trust Office.
(d) The 2016 2026 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6001.650% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annum, in each case beginning on September 15April 12, 2011 2021 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the forms form of 2026 Note annexed hereto as Exhibit A-1A. The 2028 Notes shall bear interest at the rate of 2.450% per annum beginning on April 12, 2021 or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of 2028 Note annexed hereto as Exhibit A-2B. The 2031 Notes shall bear interest at the rate of 2.950% per annum beginning on April 12, and 2021 or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of 2031 Note annexed hereto as Exhibit A-3, respectively. C. Interest for each series of Notes shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. Each series of Notes will begin to accrue interest from the date on which it is originally issued. The Interest Payment Dates for the each series of Notes shall be September April 15 and March October 15 of each year, beginning on September October 15, 20112021, and the Regular “Record Date Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding September April 1 and March October 1, respectively; provided that upon the Stated Maturity of a series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of a series of Notes shall be the immediately preceding April 1. If any Interest Payment Date, Stated Maturity or other payment date with respect to the a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest will with respect to such series of Notes shall be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Each of the 2026 Notes, the 2028 Notes of each series will and the 2031 Notes shall be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and Section 303 of the Base Indenture.
(f) Payment of principal of, premium, if any, and interest on a Global Note registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. If any series of Notes are no longer represented by a Global Note, payment of principal, premium, if any, and interest on Notes in definitive form may, at the Company’s option, be made (i) by check mailed directly to Holders of such series of Notes at their registered addresses or (ii) upon written request of any Holder of at least $5,000,000 principal amount of such series of Notes, wire transfer to an account located in the United States of America maintained by the payee (provided that such request contains the requisite information to make such wire transfer).
(g) The purchase price at which the 2026 Notes were sold to the public on the date hereof was 99.804% of the aggregate principal amount of the 2026 Notes. The purchase price at which the 2028 Notes were sold to the public on the date hereof was 99.981% of the aggregate principal amount of the 2028 Notes. The purchase price at which the 2031 Notes were sold to the public on the date hereof was 99.811% of the aggregate principal amount of the 2031 Notes.
Appears in 1 contract
Sources: First Supplemental Indenture (Marvell Technology Group LTD)
Amount; Series; Terms. (a) There is hereby created and designated three two series of Securities Notes under the Base Indenture: the title of the 2016 one series of Notes shall be “3.1003.625% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021Due 2029” and the title of the 2041 other series of Notes shall be “5.9503.875% Senior Notes due 2041Due 2031.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 2029 Notes that initially may is $500,000,000. The initial aggregate principal amount of 2031 Notes is $500,000,000. The Company shall be authenticated and delivered entitled to issue additional 2029 Notes under this Supplemental Indenture (the “Initial 2016 Additional 2029 Notes”) that shall have identical terms as the Initial 2029 Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.02 of this Supplemental Indenture. The Company shall be limited entitled to $300,000,000issue additional 2031 Notes under this Supplemental Indenture (“Additional 2031 Notes” and, together with the Additional 2029 Notes, “Additional Notes”) that shall have identical terms as the Initial 2031 Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.02 of this Supplemental Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes of such series initially issued including for purposes of voting and redemption; provided, that if such Additional Notes are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the CUSIP number of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the “Initial Notes”) first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $400,000,000 subject, in each case, to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the 2016 2029 Notes shall be March 15, 2016, the 2029. The Stated Maturity of the 2021 2031 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 20412031. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New Yorkpurpose, which shall initially be the office or agency of the TrusteeTrustee in the United States.
(d) The 2016 2029 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6003.625% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom March 9, in each case beginning on September 15, 2011 2021 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms form of Global Note annexed hereto as Exhibit A-1. The 2031 Notes shall bear interest at the rate of 3.875% per annum from March 9, 2021 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Global Note annexed hereto as Exhibit A-2, and Exhibit A-3, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September March 15 and March September 15 of each year, beginning on September 15, 20112021, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September March 1 and March September 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1003.250% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2031.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is €650,000,000. The Issuer shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN and/or Common Code number(s), as applicable. With respect to $300,000,000any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the ISIN and/or Common Code number(s), as applicable, of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “Initial Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $400,000,000 subjectdeemed replaced by “ISIN” and/or “Common Code” numbers, in each case, to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the 2016 Notes shall be March 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 2041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee2031.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6003.250% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom November 22, in each case beginning on September 152024, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or November 22, 2024 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The date on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September 15 and March 15 of each year, beginning on September March 15, 20112025, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity February 28 (whether or other payment not such date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
(f) No service charge will be made for any registration of a transfer, exchange or redemption of the Notes, but the Obligors may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three one series of Securities Notes under the Base Indenture: the title of the 2016 Notes shall be “3.1001.000% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “5.950% Senior Notes due 2041Due 2033.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2016 Notes that initially may is €600,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Supplemental Indenture (the “Initial 2016 Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to $300,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2021 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the “Initial 2021 Notes”) shall be limited to $300,000,000 and issue price, the aggregate principal amount issue date, the ISIN or Common Code number of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “Initial Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $400,000,000 subjectdeemed replaced by “ISIN” or “Common Code” numbers, in each case, to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the 2016 Notes shall be March 15, 2016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2041 Notes shall be March 15, 2041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee2033.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6001.000% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annumfrom March 10, in each case beginning on September 152021, 2011 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Global Note annexed hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively. A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 10, 2021 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The date on which such interest shall be payable (each, an “Interest Payment Dates for the Notes Date”) shall be September 15 and March 15 of each year, beginning on September March 15, 20112022, and the Regular Record Date record date for any interest payable on each such Interest Payment Date shall be the immediately preceding September March 1 and March 1, respectively. If any Interest Payment Date, Stated Maturity (whether or other payment not such date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture.
(f) No service charge will be made for any registration of a transfer, exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three series of Securities under the Base Indenture: the title of the 2016 2017 Notes shall be “3.1001.35% Senior Notes due 2016”, 2017,” the title of the 2021 2022 Notes shall be “4.6002.70% Senior Notes due 20212022,” the title of the 2032 Notes shall be “4.00% Senior Notes due 2032” and the title of the 2041 2042 Notes shall be “5.9504.25% Senior Notes due 20412042.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 2017 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2016 2017 Notes”) shall be limited to $300,000,0003,000,000,000, the aggregate principal amount of 2021 2022 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2021 2022 Notes”) shall be limited to $300,000,000 and 1,500,000,000, the aggregate principal amount of 2041 2032 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 2032 Notes”) shall be limited to $750,000,000 and the aggregate principal amount of 2042 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2042 Notes” and together with the Initial 2016 2017 Notes, the Initial 2022 Notes and the Initial 2021 2032 Notes, the “Initial Notes”) shall be limited to $400,000,000 750,000,000, subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the 2016 2017 Notes shall be March December 15, 20162017, the Stated Maturity of the 2021 2022 Notes shall be March December 15, 2021 2022, the Stated Maturity of the 2032 Notes shall be December 15, 2032 and the Stated Maturity of the 2041 2042 Notes shall be March December 15, 20412042. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New YorkMinneapolis, New YorkMinnesota, which shall initially be the office or agency of the Trustee.
(d) The 2016 2017 Notes shall bear interest at the rate of 3.1001.35% per annum, the 2021 2022 Notes shall bear interest at the rate of 4.6002.70% per annum and annum, the 2041 2032 Notes shall bear interest at the rate of 5.9504.00% per annum and the 2042 Notes shall bear interest at the rate of 4.25% per annum, in each case beginning on September 15December 11, 2011 2012 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Note annexed hereto as Exhibit A-1, Exhibit A-2, A-2 and Exhibit A-3, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be September June 15 and March December 15 of each year, beginning on September June 15, 20112013, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding September June 1 and March December 1, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture.
(f) The Company shall pay the principal of any Definitive Notes at the Office or Agency designated by the Company for that purpose under the Indenture. Interest on any Definitive Notes shall be payable, at the Company’s Option (i) by check mailed to the Holders of such Notes at their address in the Security Register and (ii) upon application to the Registrar, not later than the relevant Regular Record Date, by a Holder having an aggregate principal amount of Definitive Notes of at least $1,000,000, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Registrar to the contrary.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated three series six Series of Securities under the Base Indenture: the title of the 2016 2024 Notes shall be “3.1000.625% Senior Notes due 2016”, 2024,” the title of the 2021 2028 Notes shall be “4.6001.500% Senior Notes due 20212028,” and the title of the 2031 Notes shall be “1.950% Notes due 2031,” the title of the 2041 Notes shall be “5.9502.700% Senior Notes due 2041,” the title of the 2051 Notes shall be “2.900% Notes due 2051,” and the title of the 2061 Notes shall be “3.050% Notes due 2061.” The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Authorizing Resolution with respect to such other series Series of Securities or Officer’s Certificate establishing such Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 2024 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2016 2024 Notes”) shall be limited to $300,000,0001,000,000,000, the aggregate principal amount of 2021 2028 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2021 2028 Notes”) shall be limited to $300,000,000 1,000,000,000, the aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,500,000,000, the aggregate principal amount of 2041 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2041 Notes”) shall be limited to $1,250,000,000, the aggregate principal amount of 2051 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2051 Notes”) shall be limited to $2,000,000,000, and the aggregate principal amount of 2061 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2061 Notes,” and together with the Initial 2016 2024 Notes, the Initial 2028 Notes, the Initial 2031 Notes, the Initial 2041 Notes and the Initial 2021 2051 Notes, the “Initial Notes”) shall be limited to $400,000,000 1,250,000,000, subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the 2016 Notes 2024 Notes, on which principal thereof is due and payable, shall be March July 15, 20162024, the Stated Maturity of the 2021 Notes 2028 Notes, on which principal thereof is due and payable, shall be March July 15, 2021 2028, the Stated Maturity of the 2031 Notes, on which principal thereof is due and payable, shall be July 15, 2031, the Stated Maturity of the 2041 Notes, on which principal thereof is due and payable, shall be July 15, 2041, the Stated Maturity of the 2051 Notes, on which principal thereof is due and payable, shall be July 15, 2051, and the Stated Maturity of the 2041 Notes 2061 Notes, on which principal thereof is due and payable, shall be March July 15, 20412061. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, exchange at the office of the Company maintained for such purpose in New York, New Yorkpurpose, which shall initially be the office or agency Corporate Trust Office of the Trustee.
(d) The 2016 2024 Notes shall bear accrue interest at the rate of 3.1000.625% per annumyear, the 2021 2028 Notes shall bear accrue interest at the rate of 4.6001.500% per annum and year, the 2041 2031 Notes shall bear accrue interest at the rate of 5.9501.950% per annumyear, the 2041 Notes shall accrue interest at the rate of 2.700% per year, the 2051 Notes shall accrue interest at the rate of 2.900% per year, and the 2061 Notes shall accrue interest at the rate of 3.050% per year, in each case beginning on September 15July 12, 2011 2021 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Note Notes annexed hereto as Exhibit A-1▇-▇, Exhibit A-2▇▇▇▇▇▇▇ ▇-▇, and Exhibit A-3, respectivelyExhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-6. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be September January 15 and March July 15 of each year, beginning on September January 15, 20112022, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding September January 1 and March July 1, respectively; provided that upon the Stated Maturity of the principal of the Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series Series will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Note that is a Global Security registered in the name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
Appears in 1 contract
Sources: Second Supplemental Indenture (SALESFORCE.COM, Inc.)
Amount; Series; Terms. (a) There is hereby created and designated three series of Securities under the Base Indenture: the title of the 2016 Notes shall be “3.100% Senior Notes due 2016”, the title of the 2021 Notes shall be “4.6001.700% Senior Notes due 2021,” the title of the 2026 Notes shall be “2.600% Senior Notes due 2026” and the title of the 2041 2046 Notes shall be “5.9504.100% Senior Notes due 20412046.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2016 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2016 Notes”) shall be limited to $300,000,000, the aggregate principal amount of 2021 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2021 Notes”) shall be limited to $300,000,000 and 500,000,000, the aggregate principal amount of 2041 2026 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2041 2026 Notes”) shall be limited to $1,000,000,000 and the aggregate principal amount of 2046 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2046 Notes” and together with the Initial 2016 2021 Notes and the Initial 2021 2026 Notes, the “Initial Notes”) shall be limited to $400,000,000 1,250,000,000, subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the 2016 2021 Notes shall be March 15May 19, 20162021, the Stated Maturity of the 2021 2026 Notes shall be March 15May 19, 2021 2026 and the Stated Maturity of the 2041 2046 Notes shall be March 15May 19, 20412046. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New YorkMinneapolis, New YorkMinnesota, which shall initially be the office or agency of the Trustee.
(d) The 2016 Notes shall bear interest at the rate of 3.100% per annum, the 2021 Notes shall bear interest at the rate of 4.6001.700% per annum and annum, the 2041 2026 Notes shall bear interest at the rate of 5.9502.600% per annum and the 2046 Notes shall bear interest at the rate of 4.100% per annum, in each case beginning on September 15May 19, 2011 2016 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Note annexed hereto as Exhibit A-1▇-▇, Exhibit A-2, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit A-3, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be September 15 May 19 and March 15 November 19 of each year, beginning on September 15November 19, 20112016, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding September 1 May 4 and March 1November 4, respectively. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture.
(f) The Company shall pay the principal of any Definitive Notes at the Office or Agency designated by the Company for that purpose under the Indenture. Interest on any Definitive Notes shall be payable, at the Company’s Option (i) by check mailed to the Holders of such Notes at their address in the Security Register and (ii) upon application to the Registrar, not later than the relevant Regular Record Date, by a Holder having an aggregate principal amount of Definitive Notes of at least $1,000,000, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Registrar to the contrary.
Appears in 1 contract