Terms of Notes. The following terms relating to the Notes are hereby established: (1) The Notes shall constitute a series of Securities having the title "6.875% Notes Due February 1, 2005." (2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be up to $125,000,000. (3) The entire outstanding principal of the Notes shall be payable on February 1, 2005 (the "Stated Maturity Date"). (4) The rate at which the Notes shall bear interest shall be 6.875%; the date from which interest shall accrue shall be February 2, 1998; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 and August 1 in each year, beginning August 1, 1998; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof. (B) As used herein:
Appears in 2 contracts
Sources: Supplemental Indenture (Spieker Properties Inc), Twelfth Supplemental Indenture (Equity Office Properties Trust)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.8756.88% Notes Due February 1April 30, 20052007."
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be up to $125,000,00025,000,000.
(3) The entire outstanding principal of the Notes shall be payable on February 1April 30, 2005 2007 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.8756.88%; the date from which interest shall accrue shall be February 2April 29, 1998; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 April 30 and August 1 October 30 in each year, beginning August 1October 30, 1998; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 2 contracts
Sources: Supplemental Indenture (Equity Office Properties Trust), Supplemental Indenture (Spieker Properties Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:.
(1) The Notes shall constitute a series of Securities having the title "6.8757.65% Notes Due February 1December 15, 20052010."
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be up to $125,000,000200,000,000.
(3) The entire outstanding principal of the Notes shall be payable on February 1December 15, 2005 2010 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.8757.65%; the date from which interest on the Notes shall accrue shall be February 2December 11, 19982000; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 June 15 and August 1 December 15 in each year, beginning August 1June 15, 1998; 2001, the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 2 contracts
Sources: Supplemental Indenture (Equity Office Properties Trust), Supplemental Indenture (Spieker Properties L P)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.8756.75% Notes Due February 1January 15, 20052008."
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be up to $125,000,000150,000,000.
(3) The entire outstanding principal of the Notes shall be payable on February 1January 15, 2005 2008 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.8756.75%; the date from which interest shall accrue shall be February 2January 27, 1998; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 January 15 and August 1 July 15 in each year, beginning August 1July 15, 1998; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 2 contracts
Sources: Supplemental Indenture (Spieker Properties L P), Supplemental Indenture (Equity Office Properties Trust)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.8758 1/2% Senior Subordinated Notes Due February 1, 2005due 2011."
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3043.4, 3053.5, 3063.6, 906, 1107 8.6 or 1305 11.7 of the IndentureIndenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be up to $125,000,000200,000,000.
(3) The entire outstanding principal of the Notes shall be payable on February 1July 15, 2005 2011 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.8758 1/2%; ;
(a) with respect to the date from which Notes, interest shall accrue shall be February 2, 1998from the date hereof; (b) the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 January 15 and August 1 in July 15 of each year, beginning August 1January 15, 19982002; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be January 1 with respect to the 15th calendar day preceding January 15 Interest Payment Date and July 1 with respect to the applicable July 15 Interest Payment Date; (c) Liquidated Damages, if any, from time to time, shall be at the rate set forth in the Registration Rights Agreement, dated as of July 2, 2001 among the Company, the Guarantors and the Initial Purchasers named therein, to the extent lawful; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment place where the principal of (and premium, if any) and interest, including Liquidated Damages, if any, with respect to and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office offices of the Trustee in St. Paulwhich, as of this writing, are located at 919 East Main Street, 10th Floor, Richmond, Virginia 23219, Attention: ▇▇nnesota▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇. The place where notices ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ or demands to or upon the Issuer Company in respect of the Notes and the Indenture may be served shall be the corporate trust office Corporate Trust Office of the Trustee Trustee. If a Holder has given wire transfer instructions to the Company, the Company shall pay all principal, interest and premium and Liquidated Damages, if any, on that Holder's Notes in accordance with those instructions. All other payments on Notes shall be made at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇the office or agency of the Paying Agent and Security Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. Holders must surrender the Notes to the paying agent for the Notes to collect principal payment.
(A6) The Notes may shall be redeemed at any time subject to redemption, at the option of the IssuerCompany, in whole, whole or from time to time in part, at a redemption price equal any time on or after July 15, 2006 and prior to the sum maturity, upon not less than 30 nor more than 60 days' notice mailed to each Holder of (i) the principal amount of the Notes (or portion thereof) being to be redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided at his address appearing in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days in amounts of $1,000 or an integral multiple of $1,000, at the following redemption prices (expressed as percentages of principal amount) plus accrued interest and Liquidated Damages, if any, to but excluding the date fixed for redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on any interest payment date that is on or prior to the date fixed for redemption. The notice ), if redeemed during the 12-month period beginning on July 15 of redemption will specifythe years indicated: Year Redemption ---- Price ----- 2006............................... 104.250% 2007............................... 102.833% 2008............................... 101.417% 2009 and thereafter................ 100.000% In addition, among other itemsprior to July 15, 2004, the Redemption Price and Company may redeem up to 35% of the original principal amount of the Notes held with the net cash proceeds received by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee from a public offering of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination Capital Stock of the Company (other than Disqualified Stock), at a redemption price (expressed as a percentage of the principal amount) of 108.500% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to such Redemption Price. The Issuer will notify the Trustee in writing date fixed for redemption; provided, however, that at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) 65% of the aggregate original principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at remains outstanding immediately after any such redemption (excluding any Notes owned by the option Company or any of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in partits Affiliates). In the event Notice of redemption pursuant to this paragraph must be mailed to holders of Notes not later than 60 days following the Notes in part only, a new Note for the amount consummation of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereofsuch public offering.
(B) As used herein:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The 2034 Notes shall constitute a series of Securities securities having the title "6.875“5.150% Senior Notes Due February 1, 2005due 2034”. The 2054 Notes shall constitute a series of securities having the title “5.450% Senior Notes due 2054”."
(2b) The aggregate principal amount of the Original 2034 Notes that may be authenticated and delivered under the Indenture (except for 2034 Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other 2034 Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000500,000,000. The aggregate principal amount of the Original 2054 Notes that may be authenticated and delivered under the Indenture (except for 2054 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2054 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(3c) The entire outstanding principal of the 2034 Notes shall be payable on February 1March 15, 2005 (2034, plus any unpaid interest accrued to such date. The entire outstanding principal of the "Stated Maturity Date")2054 Notes shall be payable on March 15, 2054, plus any unpaid interest accrued to such date.
(4d) The rate at which the 2034 Notes shall bear interest shall be 6.875%5.150% per annum; the date from which interest shall accrue on the 2034 Notes shall be February 220, 19982024 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2034 Notes on which interest will be payable shall be February 1 March 15 and August 1 September 15 in each year, beginning August 1September 15, 19982024; the Regular Record Dates regular record dates for the interest payable on the 2034 Notes on any Interest Payment Date shall be the 15th calendar day March 1 or September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2034 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5e) The Place of rate at which the 2054 Notes shall bear interest shall be 5.450% per annum; the date from which interest shall accrue on the 2054 Notes shall be February 20, 2024 or from the most recent Interest Payment where Date to which interest has been paid; the principal of Interest Payment Dates for the 2054 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2024; the regular record dates for the interest payable on the 2054 Notes on any Interest Payment Date shall be the March 1 or September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2054 Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange calculated shall be that of a 360-day year consisting of twelve 30-day months.
(f) Prior to December 15, 2033 with respect to the Corporate Trust Office 2034 Notes (three months prior to their maturity date) (the “2034 Par Call Date”) or September 15, 2053 with respect to the 2054 Notes (six months prior to their maturity date) (the “2054 Par Call Date”; each of the Trustee in St. Paul2034 Par Call Date and the 2054 Par Call Date are herein referred to as a “Par Call Date”), ▇▇nnesota. The place where notices or demands to or upon the Issuer may redeem the Notes of the applicable series, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points with respect to the 2034 Notes and 20 basis points with respect to the 2054 Notes, in each case, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Indenture redemption date. On or after the applicable Par Call Date, the Issuer may be served shall be redeem the corporate trust office Notes of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇applicable series, ▇▇▇▇▇ ▇▇▇in whole or in part, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or and from time to time in parttime, at a redemption price equal to the sum 100% of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued and unpaid interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.875“5.50% Senior Notes Due February 1, 2005due 2013."”
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, for or in lieu of, other Notes of the series pursuant to Sections 304Section 2.05, 3052.06, 3062.07, 906, 1107 8.04 or 1305 10.07 of the Indenture) shall be up to $125,000,000100,000,000.
(3) The entire outstanding principal of the Notes shall be payable will mature on February November 1, 2005 2013 (the "“Stated Maturity Date"”).
(4) The rate at which the Notes shall bear interest shall be 6.875%5.50% per annum; the date from which interest shall accrue shall be February 2October 23, 19982003; the Interest Payment Dates for the Notes on which interest will be payable shall be February May 1 and August November 1 in each year, beginning August May 1, 19982004; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be April 15 and October 15 (whether or not a Business Day), as the 15th calendar day case may be, immediately preceding the applicable Interest Payment Date; and .
(5) The Company, at its option, may redeem the Notes, in whole or in part, at any time upon 30 day’s notice (but not more than 60 days) at the Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or the Make Whole Amount (as defined below) with respect to the Notes to be redeemed. The “Make Whole Amount” with respect to the Notes to be redeemed on any Redemption Date shall equal the sum of the present values, as of such Redemption Date, of the Remaining Scheduled Payments (as defined below) discounted, on a semiannual basis upon which interest shall be calculated shall be that of (assuming a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part), at a redemption price rate equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount Treasury Rate (as defined below)) plus 20 basis points. For purposes of calculating the Make Whole Amount, if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption following terms shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used hereinfollowing meanings:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.875“2.350% Senior Notes Due February 1, 2005due 2020."”
(2b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000500,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February 1March 6, 2005 (the "Stated Maturity Date")2020 plus any unpaid interest accrued to such date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%2.350% per annum; the date from which interest shall accrue on the Notes shall be February 2March 6, 19982015 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 March 6 and August 1 September 6 in each year, beginning August 1September 6, 19982015; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day February 21 or August 21 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360‑day year consisting of twelve 30‑day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer.
(ii) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to February 6, 2020, the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points.
(5B) The Place of Payment where If the principal of and interest redemption date is on or after February 6, 2020, the Notes shall to be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes redeemed may be redeemed at any time at by the option of the Issuer, in whole, or from time to time in part, Issuer at a redemption price Redemption Price equal to the sum 100% of (i) the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or portion thereof) being shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed plus accrued interest thereon by transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders. Any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption date and (ii) the Make-Whole Amount (as defined below)in whole or in part, if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided any defect in the Indenture and funds notice, shall not affect the validity of the proceedings for the redemption of any Notes (or any portion thereof) called for other Note. Each such notice of redemption shall have been made available on specify the redemption date referred amount of Notes to in such noticebe redeemed, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of applicable Redemption Price at which the Notes will to be redeemed are to receive be redeemed, and shall state that payment of the Redemption Price, with respect to Price of such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) to be redeemed will be given to Holders made at their addresses, as shown the office or agency of the Issuer in the security register for Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, not more than 60 nor less than 30 days prior that interest accrued to the date fixed for redemption. The notice of redemption will specifybe paid as specified in said notice and, among other items, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption dateaccrued interest. If less than all the Notes are to be redeemed at the option of the Issuerredeemed, the Trustee shall select by lot, notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If the Trustee is to provide notice to the holders of the Notes in accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon, in the case of a partial redemption, the Trustee shall select, in accordance with the procedures of the Depository or as the Trustee shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of Notes of a denomination larger than $2,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the event Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Notes so selected for redemption in part onlywhole or in part, a new Note for the amount of except the unredeemed portion thereof of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be issued redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the name payment of the Holder thereto, upon cancellation thereofsuch Redemption Price and accrued interest.
(Biv) As used herein:
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Series A Notes shall constitute a series of Securities having the title "6.87510% Series A Senior Subordinated Notes Due February 1, 20052009." The Series B Notes shall constitute a series of Securities having the title "10% Series B Senior Subordinated Notes Due 2009."
(2) The aggregate principal amount of the Series A Notes that may be authenticated and delivered under the Indenture (except for Series A Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series A Notes pursuant to Sections 3043.4, 3053.5, 3063.6, 906, 1107 8.6 or 1305 11.7 of the IndentureIndenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be up to $125,000,0002,000,000,000. The aggregate principal amount of the Series B Notes that may be authenticated and delivered under the Indenture (except for Series B Notes authenticated and delivered upon registration of transfer of or in exchange for or in lieu of, other Series B Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 11.7 of the Indenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be up to $2,000,000,000.
(3) The entire outstanding principal of the Notes shall be payable on February August 1, 2005 2009 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.87510%; (a) with respect to the Series A Notes, interest shall accrue from the date hereof; (b) with respect to the Series B Notes, the date from which interest shall accrue shall be February 2the date on which interest was most recently paid on the Series A Notes, 1998or if there has been no Interest Payment Date relating to the Series A Notes prior to the issuance of the Series B Notes, interest shall accrue from the date hereof; (c) the Interest Payment Dates for the Notes on which interest will be payable shall be February May 1 and August November 1 in of each year, beginning August November 1, 19981999; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be April 15 with respect to the 15th calendar day preceding May 1 Interest Payment Date and October 15 with respect to the applicable November 1 Interest Payment Date; (d) interest on overdue principal and premium, if any, from time to time, shall be at a rate of 2% per annum in excess of the rate then in effect; interest on overdue installments of interest and Special Interest, if any, from time to time, shall be at the same rate, to the extent lawful; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment place where the principal of (and premium, if any) and interest, including Special Interest, if any, with respect to and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paulwhich, as of this writing, is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇nnesota▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration. The place where notices or demands to or upon the Issuer Company in respect of the Notes and the Indenture may be served shall be the corporate trust office Corporate Trust Office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Trustee. In addition, ▇▇▇▇▇ ▇▇▇payment of interest (including any Special Interest) on any Note may, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the IssuerCompany, be made by check mailed to the address of the Person in whose name the Note is registered at the close of business on the Regular Payment Date; provided, however, that all payments of principal, and premium (including Special Interest, if any), if any, and interest on the Notes to Holders of which have given wire instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date shall be made by wire transfer to an account maintained by such Holder entitled thereto as specified by such Holder in the instructions.
(6) Prior to August 1, 2004, the Notes will be subject to redemption, at the option of the Company, in whole, whole or from time to time in part, at any time, upon not less than 30 not more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the register of Holders in amounts of $1,000 or an integral multiple of $1,000, at a redemption price equal to the greater of (1) 100% of their principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (iassuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to August 1, 2002, the Company may redeem up to 331/3% in aggregate principal amount of the Notes originally issued under the Indenture at a redemption price equal to 110% of the principal amount of the Notes redeemed, together with accrued but unpaid interest (including Special Interest) to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or portion thereofprior to the Redemption Date) being with the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests); provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering. On or after August 1, 2004, the Notes shall be subject to redemption, in whole or in part, at the option of the Company at any time prior to maturity, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the register of Holders, in amounts of $1,000 or an integral multiple of $1,000, at the following Redemption Prices, expressed as percentages of principal amount, plus accrued but unpaid interest thereon (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on August 1, of each of the years indicated below: Year Percentage 2004..........................................................105.000 2005..........................................................103.3333 2006..........................................................101.6667 2007 and thereafter...........................................100.000%
(7) Except as set forth in this Supplemental Indenture, the Notes shall not be redeemable at the option of any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The Notes will not have the benefit of any mandatory redemption date and or sinking fund.
(ii8) The Notes shall be issuable in denominations of $1,000.
(9) Payments of the Make-Whole Amount (as defined below)principal of, Special Interest, if any, with respect to such and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in U.S. Dollars.
(or portion 10) The Trustee shall also be the Security Registrar and Paying Agent.
(11) The entire outstanding principal amount of and any accrued interest, if any, on Notes shall be payable upon declaration of acceleration of the maturity thereof pursuant to Article 5 of the Indenture.
(12) The Notes will be payable on the Stated Maturity Date in an amount equal to the principal amount thereof, Special Interest, if any, plus any accrued and unpaid interest accrued to the Stated Maturity Date.
(13) (There shall be the "Redemption Price"). If notice has been given as provided following additions to the covenants set forth in the Indenture and funds with respect to the Notes, which shall be effective only for the redemption of so long as any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used hereinOutstanding:
Appears in 1 contract
Sources: Supplemental Indenture (Allied Waste Industries Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The 2032 Notes shall constitute a series of Securities securities having the title "6.875“5.750% Senior Notes Due February 1, 2005due 2032”. The 2052 Notes shall constitute a series of securities having the title “6.250% Senior Notes due 2052”."
(2b) The aggregate principal amount of the Original 2032 Notes that may be authenticated and delivered under the Indenture (except for 2032 Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other 2032 Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000500,000,000. The aggregate principal amount of the Original 2052 Notes that may be authenticated and delivered under the Indenture (except for 2052 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2052 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(3c) The entire outstanding principal of the 2032 Notes shall be payable on February November 1, 2005 (2032, plus any unpaid interest accrued to such date. The entire outstanding principal of the "Stated Maturity Date")2052 Notes shall be payable on November 1, 2052, plus any unpaid interest accrued to such date.
(4d) The rate at which the 2032 Notes shall bear interest shall be 6.875%5.750% per annum; the date from which interest shall accrue on the 2032 Notes shall be February 2October 31, 19982022 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2032 Notes on which interest will be payable shall be February May 1 and August November 1 in each year, beginning August May 1, 19982023; the Regular Record Dates regular record dates for the interest payable on the 2032 Notes on any Interest Payment Date shall be the 15th calendar day April 15 or October 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2032 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5e) The Place of rate at which the 2052 Notes shall bear interest shall be 6.250% per annum; the date from which interest shall accrue on the 2052 Notes shall be October 31, 2022 or from the most recent Interest Payment where Date to which interest has been paid; the principal of Interest Payment Dates for the 2052 Notes on which interest will be payable shall be May 1 and November 1 in each year, beginning May 1, 2023; the regular record dates for the interest payable on the 2052 Notes on any Interest Payment Date shall be the April 15 or October 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2052 Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange calculated shall be that of a 360-day year consisting of twelve 30-day months.
(f) Prior to August 1, 2032 with respect to the Corporate Trust Office 2032 Notes (three months prior to their maturity date) (the “2032 Par Call Date”) or May 1, 2052 with respect to the 2052 Notes (six months prior to their maturity date) (the “2052 Par Call Date”; each of the Trustee in St. Paul2032 Par Call Date and the 2052 Par Call Date are herein referred to as a “Par Call Date”), ▇▇nnesota. The place where notices or demands to or upon the Issuer may redeem the Notes of the applicable series, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points with respect to the 2032 Notes and 30 basis points with respect to the 2052 Notes, in each case, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Indenture redemption date. On or after the applicable Par Call Date, the Issuer may be served shall be redeem the corporate trust office Notes of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇applicable series, ▇▇▇▇▇ ▇▇▇in whole or in part, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or and from time to time in parttime, at a redemption price equal to the sum 100% of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued and unpaid interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Sources: Fifteenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.875“4.200% Senior Notes Due February 1, 2005due 2048."”
(2b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, #90583875v9 other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000600,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February March 1, 2005 (the "Stated Maturity Date")2048 plus any unpaid interest accrued to such date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%4.200% per annum; the date from which interest shall accrue on the Notes shall be February 2March 1, 19982018 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February March 1 and August September 1 in each year, beginning August September 1, 19982018; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day February 15 or August 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360‑day year consisting of twelve 30‑day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer.
(ii) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to September 1, 2047 (the date that is six months prior to the stated maturity date of the Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed that would be due if the Notes matured on September 1, 2047 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points.
(5B) The Place If the redemption date is on or after September 1, 2047 (the date that is six months prior to the stated maturity date of Payment where the principal of and interest on Notes), the Notes shall to be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes redeemed may be redeemed at any time at by the option of the Issuer, in whole, or from time to time in part, Issuer at a redemption price Redemption Price equal to the sum 100% of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:#90583875v9
Appears in 1 contract
Sources: Tenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Series A Notes shall constitute a series of Securities having the title "6.87510% Series A Senior Subordinated Notes Due February 1, 20052009." The Series B Notes shall constitute a series of Securities having the title "10% Series B Senior Subordinated Notes Due 2009."
(2) The aggregate principal amount of the Series A Notes that may be authenticated and delivered under the Indenture (except for Series A Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series A Notes pursuant to Sections 3043.4, 3053.5, 3063.6, 906, 1107 8.6 or 1305 11.7 of the IndentureIndenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be up to $125,000,000.2,000,000,000. The aggregate principal amount of the Series B Notes that may be authenticated and delivered under the Indenture (except for Series B Notes authenticated and delivered upon registration of transfer of or in exchange for or in lieu of, other Series B Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 11.7 of the Indenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be up to $2,000,000,000. 2
(3) The entire outstanding principal of the Notes shall be payable on February August 1, 2005 2009 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.87510%; (a) with respect to the Series A Notes, interest shall accrue from the date hereof; (b) with respect to the Series B Notes, the date from which interest shall accrue shall be February 2the date on which interest was most recently paid on the Series A Notes, 1998or if there has been no Interest Payment Date relating to the Series A Notes prior to the issuance of the Series B Notes, interest shall accrue from the date hereof; (c) the Interest Payment Dates for the Notes on which interest will be payable shall be February May 1 and August November 1 in of each year, beginning August November 1, 19981999; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be April 15 with respect to the 15th calendar day preceding May 1 Interest Payment Date and October 15 with respect to the applicable November 1 Interest Payment Date; (d) interest on overdue principal and premium, if any, from time to time, shall be at a rate of 2% per annum in excess of the rate then in effect; interest on overdue installments of interest and Special Interest, if any, from time to time, shall be at the same rate, to the extent lawful; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment place where the principal of (and premium, if any) and interest, including Special Interest, if any, with respect to and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paulwhich, as of this writing, is located at 100 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇nnesota▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Corporate Trust Administration. The place where notices or demands to or upon the Issuer Company in respect of the Notes and the Indenture may be served shall be the corporate trust office Corporate Trust Office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Trustee. In addition, ▇▇▇▇▇ ▇▇▇payment of interest (including any Special Interest) on any Note may, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the IssuerCompany, be made by check mailed to the address of the Person in whose name the Note is registered at the close of business on the Regular Payment Date; provided, however, that all payments of principal, and premium (including Special Interest, if any), if any, and interest on the Notes to Holders of which have given wire instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date shall be made by wire transfer to an account maintained by such Holder entitled thereto as specified by such Holder in the instructions.
(6) Prior to August 1, 2004, the Notes will be subject to redemption, at the option of the Company, in whole, whole or from time to time in part, at any time, upon not less than 30 not more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the register of Holders in amounts of $1,000 or an integral multiple of $1,000, at a redemption price equal to the greater of (1) 100% of their principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (iassuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to August 1, 2002, the Company may redeem up to 33 1/3% in aggregate principal amount of the Notes originally issued under the Indenture at a redemption price equal to 110% of the principal amount of the Notes redeemed, together with accrued but unpaid interest (or portion thereofincluding Special Interest) being redeemed plus accrued interest thereon to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date) with the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests); provided that the notice of redemption date with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering. Year Percentage ---- ---------- 2004...................................................105.000 2005...................................................103.3333 2006...................................................101.6667 2007 and thereafter....................................100.000%
(ii7) Except as set forth in this Supplemental Indenture, the Make-Whole Amount Notes shall not be redeemable at the option of any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The Notes will not have the benefit of any mandatory redemption or sinking fund.
(as defined below)8) The Notes shall be issuable in denominations of $1,000.
(9) Payments of the principal of, Special Interest, if any, with respect to such and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in U.S. Dollars.
(or portion 10) The Trustee shall also be the Security Registrar and Paying Agent.
(11) The entire outstanding principal amount of and any accrued interest, if any, on Notes shall be payable upon declaration of acceleration of the maturity thereof pursuant to Article 5 of the Indenture.
(12) The Notes will be payable on the Stated Maturity Date in an amount equal to the principal amount thereof, Special Interest, if any, plus any accrued and unpaid interest accrued to the Stated Maturity Date.
(13) (There shall be the "Redemption Price"). If notice has been given as provided following additions to the covenants set forth in the Indenture and funds with respect to the Notes, which shall be effective only for the redemption of so long as any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used hereinOutstanding:
Appears in 1 contract
Sources: Supplemental Indenture (Allied Waste Industries Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.875“1.250% Senior Notes Due February 1, 2005due 2030."”
(2b) The aggregate principal amount of the 2030 Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,0001,000,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February September 1, 2005 2030 plus any unpaid interest accrued to such date. Any payments under the Indenture shall be received by the Trustee or Paying Agent no later than 10:00 A.M. (EST) on the "Stated Maturity Date")applicable payment date or redemption date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%1.250% per annum; the date from which interest shall accrue on the Notes shall be February 2August 13, 19982020 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February March 1 and August September 1 in each year, beginning August March 1, 19982021; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day February 15 or August 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5i) The Place Notes may be redeemed in whole at any time or in part from time to time, at the option of Payment where the Company.
(ii) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to June 1, 2030 (the “Par Call Date”), the Notes to be redeemed may be redeemed by the Company at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments (through the Par Call Date assuming for such purpose that such Notes to be redeemed matured on the Par Call Date) of principal of and interest on the Notes shall to be payable and Notes may be surrendered for redeemed (exclusive of interest accrued to the registration date of transfer redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 10 basis points; or
(B) If the redemption date is on or exchange shall be after the Corporate Trust Office of the Trustee in St. PaulPar Call Date, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may to be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes redeemed may be redeemed at any time at by the option of the Issuer, in whole, or from time to time in part, Company at a redemption price Redemption Price equal to the sum 100% of (i) the principal amount of the Notes to be redeemed.
(iii) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) – (ii) above, the Company shall, or portion thereof) being shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed plus accrued interest thereon by electronically delivering or mailing, first class postage prepaid, a notice of such redemption not less than 15 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption date and (ii) the Make-Whole Amount (as defined below)in whole or in part, if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided any defect in the Indenture and funds notice, shall not affect the validity of the proceedings for the redemption of any Notes other Note. If the Company provides notice to the holders of the Notes, the Company shall give the Trustee written notice of such notice of redemption to holders not less than 5 days in advance of the date on which such notice of redemption is to be delivered to holders (or any portion thereofunless a shorter notice shall be satisfactory to the Trustee and agreed in writing).
(A) called for Each such notice of redemption shall have been made available on specify the redemption date referred amount of Notes to in such noticebe redeemed, such Notes (or any portion thereof) will cease to bear interest on the date fixed for redemption, the CUSIP or ISIN number(s) of such redemption specified in such notice Notes and the only right of the Holders of applicable Redemption Price at which the Notes will to be redeemed are to receive be redeemed, and shall state that payment of the Redemption Price, with respect to Price of such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) to be redeemed will be given to Holders made at their addresses, as shown the office or agency of the Company in the security register for Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, not more than 60 nor less than 30 days prior that interest accrued to the date fixed for redemption. The notice of redemption will specifybe paid as specified in said notice and, among other items, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Company defaults in the payment of such Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption dateaccrued interest. If less than all the Notes are to be redeemed at redeemed, the option notice to the holders of the IssuerNotes to be redeemed in part shall specify the particular Notes to be redeemed. In case any Notes are to be redeemed in part only, the notice that relates to such Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If the Trustee is to provide notice to the holders of the Notes in accordance with this Section 1.01(e)(iii), for a partial or full redemption, the Company shall give the Trustee at least 30 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon, in the case of a partial redemption, the Trustee shall select select, by lotlot or in such other manner as it shall deem appropriate (in accordance with the Depositary’s customary procedures) and that may provide for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) and integral multiples of one thousand U.S. dollars ($1,000) in excess thereof) of the principal amount of Notes of a denomination larger than $2,000, the Notes to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Notes to be redeemed, in whole or in part.
(C) The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the event Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section.
(D) Subject to Section 2.11 of the Base Indenture with respect to any Global Security, the Company shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in part onlywhole or in part, a new Note for the amount of except the unredeemed portion thereof shall be issued of any such Notes being redeemed in the name of the Holder thereto, upon cancellation thereofpart.
(BE) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, except that interest shall continue to accrue on any such Notes or portion thereof with respect to which the Company defaults in the payment of such Redemption Price and accrued interest.
(iv) As used herein:
Appears in 1 contract
Sources: First Supplemental Indenture (Automatic Data Processing Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.875“2.30% Senior Notes Due February 1, 2005due 2017”."
(2b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000250,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February April 1, 2005 (the "Stated Maturity Date")2017 plus any unpaid interest accrued to such date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%2.30% per annum; the date from which interest shall accrue on the Notes shall be February 2March 12, 19982012 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February April 1 and August October 1 in each year, beginning August October 1, 19982012; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day March 15 and September 15 preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(Ai) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in wholeeach case, or from time accrued and unpaid interest on the principal amount being redeemed to time in partbut excluding the redemption date:
(A) If the redemption date is prior to March 1, 2017, the Notes may be redeemed by the Issuer at a redemption price Redemption Price equal to the sum greater of (i1) 100% of the principal amount of the Notes to be redeemed and (or portion thereof2) being the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus accrued interest thereon to 25 basis points.
(B) If the redemption date and (ii) the Make-Whole Amount (as defined below)is on or after March 1, if any2017, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will may be to receive payment of redeemed by the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders Issuer at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the a Redemption Price and equal to 100% of the principal amount of the Notes held by such Holder to be redeemed. On .
(A) In case the third Business Day preceding Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption is givenshall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, the Company will notify the Trustee and shall state that payment of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and their State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption datewill be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed at the option of the Issuerredeemed, the Trustee shall select by lot, notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the event Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in part onlywhole or in part, a new Note for the amount of except the unredeemed portion thereof of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be issued redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the name payment of the Holder thereto, upon cancellation thereofsuch Redemption Price and accrued interest.
(Biii) As used herein:
Appears in 1 contract
Sources: Second Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The 2022 Notes shall constitute a series of Securities securities having the title "6.875“2.750% Senior Notes Due February 1, 2005due 2022."” The 2047 Notes shall constitute a series of securities having the title “4.350% Senior Notes due 2047.”
(2b) The aggregate principal amount of the 2022 Original Notes that may be authenticated and delivered under the Indenture (except for 2022 Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other 2022 Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000500,000,000. The aggregate principal amount of the 2047 Original Notes that may be authenticated and delivered under the Indenture (except for 2047 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2047 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(3c) The entire outstanding principal of the 2022 Notes shall be payable on February 1January 30, 2005 (2022 plus any unpaid interest accrued to such date. The entire outstanding principal of the "Stated Maturity Date")2047 Notes shall be payable on January 30, 2047 plus any unpaid interest accrued to such date.
(4d) The rate at which the 2022 Notes shall bear interest shall be 6.875%2.750% per annum; the rate at which the 2047 Notes shall bear interest shall be 4.350% per annum; the date from which interest shall accrue on the 2022 Notes shall be February 2January 12, 19982017 or from the most recent Interest Payment Date to which interest has been paid; the date from which interest shall accrue on the 2047 Notes shall be January 12, 2017 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 January 30 and August 1 July 30 in each year, beginning August 1July 30, 19982017; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day January 15 or July 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360‑day year consisting of twelve 30‑day months.
(i) Each series of Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer.
(ii) The redemption price (the “Redemption Price”) of the 2022 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to December 30, 2021 (the date that is one month prior to the stated maturity date of the 2022 Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2022 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2022 Notes to be redeemed that would be due if the 2022 Notes matured on December 30, 2021 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points.
(5B) If the redemption date is on or after December 30, 2021 (the date that is one month prior to the stated maturity date of the 2022 Notes), the 2022 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2022 Notes to be redeemed.
(iii) The Place Redemption Price of Payment where the 2047 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to July 30, 2046 (the date that is six months prior to the stated maturity date of the 2047 Notes), the 2047 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2047 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2047 Notes shall to be payable and redeemed that would be due if the 2047 Notes matured on July 30, 2046 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.
(B) If the redemption date is on or after July 30, 2046 (the date that is six months prior to the stated maturity date of the 2047 Notes), the 2047 Notes to be redeemed may be surrendered for redeemed by the registration of transfer or exchange shall be the Corporate Trust Office Issuer at a Redemption Price equal to 100% of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect principal amount of the 2047 Notes and the Indenture may to be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇redeemed.
(A) The In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of either or both series of the 2022 Notes may and the 2047 Notes in accordance with Section 1.01(e)
(i) (iii) above, as applicable to such series, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of such series of Notes to be redeemed at by transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders. Any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any time at case, failure duly to give such notice to the option holder of the Issuer, any Note designated for redemption in whole, whole or from time to time in part, at a redemption price equal to or any defect in the sum of (i) notice, shall not affect the principal amount validity of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds proceedings for the redemption of any Notes other Note.
(or any portion thereofB) called for Each such notice of redemption shall have been made available on specify the redemption date referred series and amount of Notes to in such noticebe redeemed, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right applicable Redemption Price at which such series of the Holders of the Notes will to be redeemed are to receive be redeemed, and shall state that payment of the Redemption Price, with respect to Price of such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) to be redeemed will be given to Holders made at their addresses, as shown the office or agency of the Issuer in the security register for Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, not more than 60 nor less than 30 days prior that interest accrued to the date fixed for redemption. The notice of redemption will specifybe paid as specified in said notice and, among other items, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption dateaccrued interest. If less than all the Notes of a series are to be redeemed at redeemed, the option notice to the holders of the Issuer, the Trustee shall select by lot, the Notes of that series to be redeemed in whole or in partpart shall specify the particular Notes to be redeemed. In case any Notes are to be redeemed in part only, the event notice that relates to such series of Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issued.
(C) If the Trustee is to provide notice to the holders of the Notes in accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes of such series to be redeemed, and thereupon, in the case of a partial redemption, the Notes of such series to be redeemed will be selected in accordance with the procedures of the Depository in a manner that provides for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of Notes of such series of a denomination larger than $2,000.
(D) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of a series of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section.
(E) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes of the applicable series during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of the Notes of such series selected for redemption and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Notes of such series so selected for redemption in part onlywhole or in part, a new Note for the amount of except the unredeemed portion thereof shall be issued of any such Notes being redeemed in the name of the Holder thereto, upon cancellation thereofpart.
(BF) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(v) As used herein:
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.875% Notes Due February 1, 2005."
(2) The aggregate principal amount of the Notes that which may be authenticated and delivered under this Indenture is unlimited. The Notes issued under this Indenture shall rank pari passu with all other unsecured and unsubordinated Indebtedness of the Indenture (except for Issuers. The Notes authenticated and delivered upon registration of transfer ofmay be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 2.03, set forth in, or determined in exchange forthe manner provided in, an Officers' Certificate, or established in lieu ofone or more Supplemental Indentures hereto, other prior to the issuance of Notes pursuant to Sections 304of any series, 305, 306, 906, 1107 any or 1305 all of the Indenturefollowing, as applicable, as may be determined from time to time by the Issuers with respect to unissued Notes of the series and set forth in such Notes of the series when issued from time to time:
(1) shall be up to $125,000,000.the designation and title of the Notes;
(2) the aggregate principal amount, or principal amount at Maturity, as applicable, of the Notes;
(3) The entire outstanding principal the percentage of the Notes shall be payable on February 1principal amount, 2005 (or principal amount at Maturity, as applicable, at which the "Stated Maturity Date").Issuers will issue and sell the Notes;
(4) The the date or dates on which the Notes will mature;
(5) the rate or rates per annum, if any, at which the Notes shall will bear interest shall be 6.875%; or accrete interest, or the date from which interest shall accrue shall be February 2, 1998; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 and August 1 in each year, beginning August 1, 1998; the Regular Record Dates for method of determination of the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.rate or rates;
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i6) the principal amount of times and places at which the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below)interest, if any, with respect to such Notes will be payable;
(7) provisions for sinking, purchase or portion thereof) other analogous funds, if any;
(the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of 8) whether the Notes will be issued as Original Issue Discount Notes;
(9) the date or dates or particular events, if any, after which the Issuers may redeem the Notes at their option, as well as the redemption price or prices;
(10) the date or dates or particular events, if any, after which the Issuers must offer to receive payment repurchase the Notes from Holders, as well as the repurchase price or prices;
(11) the date or the dates, if any, after which the Holders may convert the Notes into shares of Common Stock of the Redemption PriceCompany and the terms for that conversion;
(12) any transfer restrictions, with respect procedures or other requirements; and
(13) any other material terms of, including any covenants or defined terms applicable to, the Notes. All Notes of any one series shall be substantially identical except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 2.03) and set forth in such Officers' Certificate or in any Supplemental Indenture hereto. Not all Notes or portion thereof so redeemed. Notice of any optional redemption one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Notes of such series. If any Notes (of the terms of the series are established by action taken pursuant to one or any portion thereof) will more Board Resolutions, such Board Resolutions shall be given delivered to Holders the Trustee at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days or prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount delivery of the Notes held by such Holder to be redeemed. On Officers' Certificate setting forth the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee terms of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereofseries.
(B) As used herein:
Appears in 1 contract
Sources: Senior Indenture (Metricom Inc / De)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.875“5.00% Senior Notes Due February 1, 2005due 2021”."
(2b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000300,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February 1, 2005 (the "Stated Maturity Date")2021 plus any unpaid interest accrued to such date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%5.00% per annum; the date from which interest shall accrue on the Notes shall be February 2January 28, 19982011 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 and August 1 in each year, beginning August 1, 19982011; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day January 15 and July 15 preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(Ai) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer, in whole, or from time to time in partCompany, at a redemption price equal to the sum greater of (i1) 100% of the principal amount of the Notes to be redeemed and (or portion thereof2) being the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed plus (exclusive of interest accrued interest thereon and unpaid to, but not including, the date of redemption) discounted to the date of redemption date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 30 basis points (the “Redemption Price”), plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date.
(ii) (A) In case the Make-Whole Amount Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.02(e)(i) above, the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed (as defined below), if any, with respect the “Redemption Date”) for redemption to such Notes (or portion thereof) (holders at their last addresses as they shall appear upon the "Redemption Price")Security Register. If Any notice has been given as provided that is mailed in the Indenture and funds manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure to duly give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any Notes (or any portion thereof) called for other Note. Each such notice of redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on specify the date fixed for such redemption specified in such notice and the only right of the Holders of Redemption Price at which the Notes will to be redeemed are to receive be redeemed, and shall state that payment of the Redemption Price, with respect to Price of such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) to be redeemed will be given to Holders made at their addresses, as shown the office or agency of the Company in the security register for Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, not more than 60 nor less than 30 days prior that interest accrued to the date fixed for redemption. The notice of redemption will specifybe paid as specified in said notice and, among other items, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Company defaults in the payment of such Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption dateaccrued interest. If less than all the Notes are to be redeemed at the option of the Issuerredeemed, the Trustee shall select by lot, notice to the holders of the Notes to be redeemed in whole or in partpart shall specify the particular Notes to be redeemed. In the event of redemption of case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note for the in principal amount of equal to the unredeemed portion thereof shall will be issued in the name of the Holder thereto, upon cancellation thereofissued.
(B) As used herein:
Appears in 1 contract
Sources: First Supplemental Indenture (Family Dollar Stores Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.8757% Notes Due February 1, 20052007."
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, 2 other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be up to $125,000,0001,500,000.
(3) The entire outstanding principal of the Notes shall be payable on February 1, 2005 2007 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.8757%; the date from which interest shall accrue shall be February 2, 1998; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 and August 1 in each year, beginning August 1, 1998; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities securities having the title "6.875“9.50% Senior Subordinated Notes Due February 1, 2005due 2013”."
(2) The initial aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections Section 304, 305, 306, 906, 1107 or 1305 of the Base Indenture and except for any Notes that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered) shall be up to $125,000,000200,000,000.
(3) The Initial Notes shall initially be sold at a price equal to 100% of the principal amount thereof. The entire outstanding Outstanding principal of the Notes shall be will become due and payable on February 1June 15, 2005 (the "Stated Maturity Date")2013.
(4) The entire Outstanding principal of the Notes will become due and payable on June 15, 2013.
(5) The rate at which the Notes shall bear interest shall be 6.875%; 9.50% per annum. The Notes shall bear interest on overdue principal and interest at a rate equal to 2.0% per annum in excess of the then applicable interest rate on the Notes to the extent lawful. The date from which interest shall will accrue shall on the Notes will be February 2June 18, 1998; 2003 or the most recent Interest Payment Date to which interest has been paid or payment provided for. The Interest Payment Dates for the Notes on which interest will be payable shall be February 1 June 15 and August 1 in December 15 of each year, beginning August 1commencing December 15, 1998; the Regular Record Dates for the interest 2003. Interest shall be payable on the Notes on any each Interest Payment Date shall be to the 15th calendar day holders of record at the close of business on the June 1 or December 1 (as applicable) immediately preceding the applicable such Interest Payment Date (each a “Regular Record Date; and ” in respect of the Notes), except that if the Issuer defaults in a payment of principal or interest on the Notes, it will pay such default interest to the Persons who are Holders on a Special Record Date in accordance with Section 307 of the Base Indenture. Notwithstanding Section 312 of the Base Indenture (which shall not apply in respect of the Notes), the Issuer shall not have the right to extend any interest payment period hereunder. The basis upon which interest shall will be calculated shall be that of a 360-360 day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Sources: First Supplemental Indenture (Lodgenet Entertainment Corp)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The 2019 Notes shall constitute a series of Securities securities having the title "6.875“2.350% Senior Notes Due February 1, 2005due 2019."” The 2025 Notes shall constitute a series of securities having the title “3.500% Senior Notes due 2025.”
(2b) The aggregate principal amount of the 2019 Original Notes that may be authenticated and delivered under the Indenture (except for 2019 Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other 2019 Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000300,000,000. The aggregate principal amount of the 2025 Original Notes that may be authenticated and delivered under the Indenture (except for 2025 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2025 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(3c) The entire outstanding principal of the 2019 Notes shall be payable on February 1September 10, 2005 (2019 plus any unpaid interest accrued to such date. The entire outstanding principal of the "Stated Maturity Date")2025 Notes shall be payable on March 10, 2025 plus any unpaid interest accrued to such date.
(4d) The rate at which the 2019 Notes shall bear interest shall be 6.875%2.350% per annum; the rate at which the 2025 Notes shall bear interest shall be 3.500% per annum; the date from which interest shall accrue on the 2019 Notes shall be February 2September 10, 19982014 or from the most recent Interest Payment Date to which interest has been paid; the date from which interest shall accrue on the 2025 Notes shall be September 10, 2014 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2019 Notes on which interest will be payable shall be February 1 March 10 and August 1 September 10 in each year, beginning August 1March 10, 19982015; the Regular Record Interest Payment Dates for the 2025 Notes on which interest will be payable shall be March 10 and September 10 in each year, beginning March 10, 2015; the regular record dates for the interest payable on the 2019 Notes on any Interest Payment Date shall be the 15th calendar day February 23 or August 26 immediately preceding the applicable Interest Payment Date; the regular record dates for the interest payable on the 2025 Notes on any Interest Payment Date shall be the February 23 or August 26 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5i) Each series of Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer.
(ii) The Place redemption price (the “Redemption Price”) of Payment where the 2019 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to August 10, 2019, the 2019 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2019 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2019 Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 12.5 basis points.
(B) If the redemption date is on or after August 10, 2019, the 2019 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2019 Notes to be redeemed.
(iii) The Redemption Price of the 2025 Notes to be redeemed shall be payable calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to December 10, 2024, the 2025 Notes to be redeemed may be surrendered for redeemed by the registration Issuer at a Redemption Price equal to the greater of transfer or exchange shall be the Corporate Trust Office (1) 100% of the Trustee in St. Paulprincipal amount of the 2025 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2025 Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points.
(B) If the redemption date is on or after December 10, ▇▇nnesota. The place where notices or demands 2024, the 2025 Notes to or upon be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2025 Notes to be redeemed.
(iv) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of either or both series of the 2019 Notes and the 2025 Notes in respect accordance with Section 1.01(e)(i) – (iii) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by transmitting a notice of such redemption not less than 30 days and not more than 60 days before the Indenture may be served date fixed for redemption to such holders. Any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the corporate trust office registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇proceedings for the redemption of any other Note.
(A) The Notes may be redeemed at any time at Each such notice of redemption shall specify the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal series and amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below)be redeemed, if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of applicable Redemption Price at which the Notes will to be redeemed are to receive be redeemed, and shall state that payment of the Redemption Price, with respect to Price of such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) to be redeemed will be given to Holders made at their addresses, as shown the office or agency of the Issuer in the security register for Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, not more than 60 nor less than 30 days prior that interest accrued to the date fixed for redemption. The notice of redemption will specifybe paid as specified in said notice and, among other items, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption dateaccrued interest. If less than all the Notes of a series are to be redeemed at redeemed, the option notice to the holders of the Issuer, the Trustee shall select by lot, the Notes of that series to be redeemed in whole or in partpart shall specify the particular Notes to be redeemed. In case any Notes are to be redeemed in part only, the event notice that relates to such Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issued.
(B) If the Trustee is to provide notice to the holders of the Notes in accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes of such series to be redeemed, and thereupon, in the case of a partial redemption, the Trustee shall select, by lot or in such other manner in accordance with the procedures of DTC or as the Trustee shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of Notes of such series of a denomination larger than $2,000, the Notes of such series to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes of such series to be redeemed, in whole or in part.
(C) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of a series of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section.
(D) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes of the applicable series during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of the Notes of such series selected for redemption and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Notes of such series so selected for redemption in part onlywhole or in part, a new Note for the amount of except the unredeemed portion thereof shall be issued of any such Notes being redeemed in the name of the Holder thereto, upon cancellation thereofpart.
(BE) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(v) As used herein:
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities securities having the title "6.875“9.50% Senior Subordinated Notes Due February 1, 2005due 2013”."
(2) The initial aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections Section 304, 305, 306, 906, 1107 or 1305 of the Base Indenture and except for any Notes that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered) shall be up to $125,000,000200,000,000.
(3) The Initial Notes shall be sold at a price equal to 100% of the principal amount thereof. The entire outstanding Outstanding principal of the Notes shall be will become due and payable on February 1June 15, 2005 (the "Stated Maturity Date")2013.
(4) The entire Outstanding principal of the Notes will become due and payable on June 15, 2013.
(5) The rate at which the Notes shall bear interest shall be 6.875%; 9.50% per annum. The Notes shall bear interest on overdue principal and interest at a rate equal to 2.0% per annum in excess of the then applicable interest rate on the Notes to the extent lawful. The date from which interest shall will accrue shall on the Notes will be February 2June 18, 1998; 2003 or the most recent Interest Payment Date to which interest has been paid or payment provided for. The Interest Payment Dates for the Notes on which interest will be payable shall be February 1 June 15 and August 1 in December 15 of each year, beginning August 1commencing December 15, 1998; the Regular Record Dates for the interest 2003. Interest shall be payable on the Notes on any each Interest Payment Date shall be to the 15th calendar day holders of record at the close of business on the June 1 or December 1 immediately preceding the applicable such Interest Payment Date (each a “Regular Record Date; and ” in respect of the Notes), except that if the Issuer defaults in a payment of interest on the Notes, it will pay such defaulted interest to the Persons who are Holders on a Special Record Date in accordance with Section 307 of the Base Indenture. Notwithstanding Section 312 of the Base Indenture (which shall not apply in respect of the Notes), the Issuer shall not have the right to extend any interest payment period hereunder. The basis upon which interest shall will be calculated shall be that of a 360-360 day year consisting of twelve 30-day months.
(56) The Trustee is hereby designated the Security Registrar and Paying Agent. Except in the case of Notes that are issued in the form of Global Securities, the Issuer will make payments in respect of such Notes at the office of the Paying Agent located at 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and such place shall be designated the “Place of Payment where the principal of and interest on the Notes shall be payable and Payment”. All Notes may be surrendered for the registration of transfer or exchange shall be at the Corporate Trust Office office of the Trustee in St. PaulSecurity Registrar located at 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇nnesota▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The place where All demands and notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One at: LodgeNet Entertainment Corporation, 3▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇. Any principal due in respect of the Notes shall be payable without presentment or surrender thereof.
(A) The Notes may be redeemed at At any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specifyJune 15, among other items2006, the Redemption Price and the principal amount of the Notes held by such Holder Issuer may on any one or more occasions redeem up to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) 35% of the aggregate principal amount of the Notes at a redemption price of 109.50% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:
(i) at least 65% of the aggregate principal amount of originally issued Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and
(ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. Except as otherwise provided in the preceding paragraph, the Notes are not redeemable at the Issuer’s option prior to June 15, 2008. On or after June 15, 2008, the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, to the applicable redemption date, if redeemed during the 12-month period beginning on June 15 of the years indicated below: 2008 104.750 % 2009 103.167 % 2010 101.583 % 2011 and thereafter 100.000 %
(B) If the Issuer elects to redeem the Notes in accordance with this Paragraph 7, it must furnish to the Trustee, at least 45 days but not more than 75 days before a redemption date, an Officers’ Certificate setting forth:
(i) the paragraph of the Notes or the Section of the Indenture pursuant to which the redemption shall occur;
(ii) the redemption date;
(iii) the principal amount of Notes to be redeemed and their redeemed; and
(iv) the redemption date. price.
(C) If less than all of the Notes are to be redeemed at the option of the Issuerany time, the Trustee will select the Notes for redemption as follows:
(i) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or
(ii) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall select deem fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed will be selected, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee will promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.
(D) At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Sections 401 and 1005 of the Indenture. The notice will identify the Notes to be redeemed in whole or and will state:
(i) the redemption date;
(ii) the redemption price;
(iii) if any Note is being redeemed in part. In , the event of redemption portion of the Notes in part onlyprincipal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note for the or Notes in principal amount of equal to the unredeemed portion thereof will be issued upon cancellation of the original Note;
(iv) the name and address of the Paying Agent;
(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(vi) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;
(vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and
(viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.
(E) Once notice of redemption is mailed in accordance with the preceding paragraph, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.
(F) Not later than the Business Day prior to the redemption date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of and accrued interest on all Notes to be redeemed.
(G) If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest will cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be issued paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Paragraph 5 hereof.
(H) Upon surrender of a Note that is redeemed in part, the Issuer will issue and, upon receipt of an Company Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.
(I) The redemption procedures set forth in Paragraphs 7(B) through 7(H) are referred to herein as the “Redemption Procedures”.
(8) The Issuer is not required to make any mandatory redemption of (except as provided in Paragraph (9) of this Section 1.1), or sinking fund payments with respect to, the Notes.
(9) Upon (x) the occurrence of a Change of Control or (y) if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an offer to redeem or repurchase the Notes in accordance with the provisions set forth below:
(A) Upon the occurrence of a Change of Control, the Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
(i) that the Change of Control Offer is being made pursuant to this Paragraph 9(A) and that all Notes tendered will be accepted for payment;
(ii) the purchase price and the purchase date, will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder theretois withdrawing his election to have the Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture (as supplemented hereby) by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Paragraph 9(A), but in any event within 90 days following a Change of Control, the Issuer will either repay all outstanding Senior Debt the terms of which require payment upon cancellation thereofa Change of Control or otherwise restrict the Issuer’s right to repurchase the Notes or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Paragraph 9(A) (and all dates or periods of time for compliance with this Paragraph 9(A) shall be determined by reference to the first to occur of (1) the repayment of all such Senior Debt or the receipt of such consents or (2) such 90th day after the Change of Control). A failure to comply with the covenant described in this paragraph will constitute an Event of Default pursuant to the provision set forth in Section 501(3) of the Indenture (as amended and restated in Paragraph 22(A) of Section 1.1 of this First Supplemental Indenture). Notwithstanding anything to the contrary in this Paragraph 9(A), the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Paragraph 9(A) and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.
(B) As used herein:If the Issuer or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will commence an offer to all Holders of Notes (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Paragraph 9(B) with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the
Appears in 1 contract
Sources: First Supplemental Indenture (Lodgenet Entertainment Corp)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The 2018 Notes shall constitute a series of Securities securities having the title "6.875“2.55% Senior Notes Due February 1, 2005due 2018."” The 2023 Notes shall constitute a series of securities having the title “4.05% Senior Notes due 2023.”
(2b) The aggregate principal amount of the 2018 Original Notes that may be authenticated and delivered under the Indenture (except for 2018 Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other 2018 Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000250,000,000. The aggregate principal amount of the 2023 Original Notes that may be authenticated and delivered under the Indenture (except for 2023 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2023 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $250,000,000.
(3c) The entire outstanding principal of the 2018 Notes shall be payable on February 1October 15, 2005 (2018 plus any unpaid interest accrued to such date. The entire outstanding principal of the "Stated Maturity Date")2023 Notes shall be payable on October 15, 2023 plus any unpaid interest accrued to such date.
(4d) The rate at which the 2018 Notes shall bear interest shall be 6.875%2.55% per annum; the rate at which the 2023 Notes shall bear interest shall be 4.05% per annum; the date from which interest shall accrue on the 2018 Notes shall be February 2September 27, 19982013 or from the most recent Interest Payment Date to which interest has been paid; the date from which interest shall accrue on the 2023 Notes shall be September 27, 2013 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2018 Notes on which interest will be payable shall be February 1 April 15 and August 1 October 15 in each year, beginning August 1April 15, 19982014; the Regular Record Interest Payment Dates for the 2023 Notes on which interest will be payable shall be April 15 and October 15 in each year, beginning April 15, 2014; the regular record dates for the interest payable on the 2018 Notes on any Interest Payment Date shall be the 15th calendar day April 1 or October 1 immediately preceding the applicable Interest Payment Date; the regular record dates for the interest payable on the 2023 Notes on any Interest Payment Date shall be the April 1 or October 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5i) Each series of Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer.
(ii) The Place redemption price (the “Redemption Price”) of Payment where the 2018 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to September 15, 2018, the 2018 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2018 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2018 Notes shall to be payable and Notes may be surrendered for redeemed (exclusive of interest accrued to the registration date of transfer or exchange shall be redemption) discounted to the Corporate Trust Office date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇then current Treasury Rate plus 20 basis points.
(AB) The If the redemption date is on or after September 15, 2018, the 2018 Notes to be redeemed may be redeemed at any time at by the option of the Issuer, in whole, or from time to time in part, Issuer at a redemption price Redemption Price equal to the sum 100% of (i) the principal amount of the 2018 Notes to be redeemed.
(or portion thereofiii) The Redemption Price of the 2023 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed plus accrued interest thereon to but excluding the redemption date:
(A) If the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days is prior to the date fixed for redemption. The notice of redemption will specifyJuly 15, among other items2023, the 2023 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price and equal to the greater of (1) 100% of the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of 2023 Notes to be redeemed and their redemption date. If less than all (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2023 Notes are to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the option then current Treasury Rate plus 25 basis points.
(B) If the redemption date is on or after July 15, 2023, the 2023 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the Issuerprincipal amount of the 2023 Notes to be redeemed.
(iv) (A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of either or both series of the 2018 Notes and the 2023 Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee shall select by lotto, give notice of such redemption to holders of the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part onlyby mailing, first class postage prepaid, a new Note notice of such redemption not less than 30 days and not more than 60 days before the date fixed for the amount of the unredeemed portion thereof redemption to such holders at their last addresses as they shall be issued in the name of the Holder thereto, appear upon cancellation thereof.
(B) As used herein:the
Appears in 1 contract
Sources: Third Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the 2018 Notes are hereby established:
(1) The 2018 Notes shall constitute a series of Securities Notes having the title "6.875______% Notes Due February 1due __________, 20052018."
(2) The aggregate principal amount of the 2018 Notes that may be authenticated and delivered under the Indenture (except for 2018 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other 2018 Notes pursuant to Sections 304, 305, 306, 906, or 1107 or 1305 of the Indenture) shall be up to $125,000,000__________.
(3) The entire outstanding principal of the 2018 Notes shall be payable will mature on February 1_________, 2005 2018 (the "Stated Maturity Date").
(4) The rate at which the 2018 Notes shall bear interest shall be 6.875%___% per annum; the date from which interest shall accrue shall be February 2________, 1998; the Interest Payment Dates for the 2018 Notes on which interest will be payable shall be February 1 _______ and August 1 ______ in each year, beginning August 1_____, 1998; the Regular Record Dates for the interest payable on the 2018 Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the 2018 Notes shall be payable and 2018 Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office office of the Trustee in St. PaulTrustee's affiliate, State Street Bank and Trust Company, at 61 B▇▇▇▇▇▇▇, ▇▇nnesota▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The ▇▇e place where notices or demands to or upon the Issuer Operating Partnership in respect of the 2018 Notes and the Indenture may be served shall be the corporate trust office Corporate Trust Office of the Trustee at One 633 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A6) The 2018 Notes may shall not be redeemed at any time redeemable at the option of any Holder thereof, upon the Issuer, in whole, occurrence of any particular circumstances or from time to time in part, at a redemption price equal to otherwise.
(7) The Trustee shall also be the sum of Security Registrar and Paying Agent for the 2018 Notes.
(i) the principal amount 8) The Holders of the 2018 Notes (or portion thereof) being redeemed plus accrued interest thereon shall have no special rights in addition to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as those provided in the Indenture and funds for upon the redemption occurrence of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereofparticular events.
(B9) As used herein:The 2018 Notes shall have no additional Events of Default in addition to the Events of Default set forth in Article Five of the Indenture.
(10) Interest on any 2018 Note shall be payable only to the Person in whose name that 2018 Note is registered at the close of business on the Regular Record Date for such interest.
(11) The 2018 Notes shall not be subordinated to any other debt of the Operating Partnership, and shall constitute senior unsecured obligations of the Operating Partnership.
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.875% Notes Due February 1, 2005."
(2) The aggregate principal amount of the Notes that may of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,200,000,000; provided, however, that subject to the Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of Notes of this Series, may issue additional notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price, the initial Interest Payment Date and rights under a related registration rights agreement, if any. Any such Additional Notes shall be authenticated by the Trustee upon receipt of a Company Order to that effect, and delivered upon registration when so authenticated, will constitute “Notes” for all purposes of transfer of, or in exchange for, or in lieu of, the Indenture and will (together with all other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of this Series issued under the Indenture) shall be up to $125,000,000constitute a single Series of Notes under the Indenture; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP, ISIN, common code or other identifying number, as applicable.
(3a) The entire outstanding Notes of this Series issued on the Series Issue Date will be issued at an issue price of 100% of the principal amount thereof.
(b) The principal amount of the Notes shall be of this Series is due and payable in full on February 1April 15, 2005 (the "Stated Maturity Date")2026 unless earlier redeemed.
(4c) The rate at which the Notes of this Series shall bear interest shall be 6.875%; the date from which interest shall accrue shall be February 2, 1998; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 and August 1 in each year, beginning August 1, 1998; the Regular Record Dates for the interest payable (computed on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting comprised of twelve 30-day months) at the rate of 2.625% per annum from and including the Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on April 15 and October 15 of each year (each, an “Interest Payment Date”), commencing October 15, 2021 to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April 1 or October 1, respectively.
(5d) The Place of Payment where the principal Principal of and interest on the Notes of this Series shall be payable and Notes may be surrendered for the registration as set forth in Exhibit A.
(e) Other than as provided in Article III of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paulthis Forty-Sixth Supplemental Indenture, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may of this Series shall not be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇redeemable.
(Af) The Notes may of this Series shall not be redeemed at entitled to the benefit of any time at the option mandatory redemption or sinking fund.
(g) The Notes of this Series shall not be convertible into any other securities.
(h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Issuer, Guarantors in whole, or from time to time in part, at a redemption price equal to accordance with the sum terms of the Indenture.
(i) The Company initially appoints the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date Trustee as Registrar and (ii) the Make-Whole Amount (as defined below), if any, Paying Agent with respect to the Notes of this Series until such Notes (time as the Trustee has resigned or portion thereof) (the "Redemption Price"). If notice a successor has been given as provided in the Indenture and funds for the redemption appointed.
(j) The Notes of any this Series will initially be evidenced by one or more Global Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder theretoCede & Co., upon cancellation thereofas nominee of The Depository Trust Company.
(Bk) As used herein:The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.
Appears in 1 contract
Sources: Forty Sixth Supplemental Indenture (T-Mobile US, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.875“3.300% Senior Notes Due February 1, 2005due 2023."”
(2b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000350,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February 1March 14, 2005 (the "Stated Maturity Date")2023 plus any unpaid interest accrued to such date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%3.300% per annum; the date from which interest shall accrue on the Notes shall be February 2March 14, 19982016 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 March 14 and August 1 September 14 in each year, beginning August 1September 14, 19982016; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day February 27 or August 30 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360‑day year consisting of twelve 30‑day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer.
(ii) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to January 14, 2023 (the date that is two months prior to the stated maturity date of the Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.
(5B) The Place If the redemption date is on or after January 14, 2023 (the date that is two months prior to the stated maturity date of Payment where the principal of and interest on Notes), the Notes shall to be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes redeemed may be redeemed at any time at by the option of the Issuer, in whole, or from time to time in part, Issuer at a redemption price Redemption Price equal to the sum 100% of (i) the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or portion thereof) being shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed plus accrued interest thereon by transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders. Any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption date and (ii) the Make-Whole Amount (as defined below)in whole or in part, if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided any defect in the Indenture and funds notice, shall not affect the validity of the proceedings for the redemption of any Notes (or any portion thereof) called for other Note. Each such notice of redemption shall have been made available on specify the redemption date referred amount of Notes to in such noticebe redeemed, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of applicable Redemption Price at which the Notes will to be redeemed are to receive be redeemed, and shall state that payment of the Redemption Price, with respect to Price of such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) to be redeemed will be given to Holders made at their addresses, as shown the office or agency of the Issuer in the security register for Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, not more than 60 nor less than 30 days prior that interest accrued to the date fixed for redemption. The notice of redemption will specifybe paid as specified in said notice and, among other items, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption dateaccrued interest. If less than all the Notes are to be redeemed at the option of the Issuerredeemed, the Trustee shall select by lot, notice to the holders of the Notes to be redeemed in whole or in partpart shall specify the particular Notes to be redeemed. In case the event Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If the Trustee is to provide notice to the holders of the Notes in accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon, in the case of a partial redemption, the Notes to be redeemed will be selected in accordance with the procedures of the Depository in a manner that provides for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than $2,000. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Notes so selected for redemption in part onlywhole or in part, a new Note for the amount of except the unredeemed portion thereof of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be issued redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the name payment of the Holder thereto, upon cancellation thereofsuch Redemption Price and accrued interest.
(Biv) As used herein:
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The 2022 Notes shall constitute a series of Securities securities having the title "6.875“2.750% Senior Notes Due February 1, 2005due 2022."” The 2047 Notes shall constitute a series of securities having the title “4.350% Senior Notes due 2047.”
(2b) The aggregate principal amount of the 2022 Original Notes that may be authenticated and delivered under the Indenture (except for 2022 Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other 2022 Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000500,000,000. The aggregate principal amount of the 2047 Original Notes that may be authenticated and delivered under the Indenture (except for 2047 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2047 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(3c) The entire outstanding principal of the 2022 Notes shall be payable on February 1January 30, 2005 (2022 plus any unpaid interest accrued to such date. The entire outstanding principal of the "Stated Maturity Date")2047 Notes shall be payable on January 30, 2047 plus any unpaid interest accrued to such date.
(4d) The rate at which the 2022 Notes shall bear interest shall be 6.875%2.750% per annum; the rate at which the 2047 Notes shall bear interest shall be 4.350% per annum; the date from which interest shall accrue on the 2022 Notes shall be February 2January 12, 19982017 or from the most recent Interest Payment Date to which interest has been paid; the date from which interest shall accrue on the 2047 Notes shall be January 12, 2017 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 January 30 and August 1 July 30 in each year, beginning August 1July 30, 19982017; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day January 15 or July 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5i) Each series of Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer.
(ii) The Place redemption price (the “Redemption Price”) of Payment where the 2022 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to December 30, 2021 (the date that is one month prior to the stated maturity date of the 2022 Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2022 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2022 Notes to be redeemed that would be due if the 2022 Notes matured on December 30, 2021 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points.
(B) If the redemption date is on or after December 30, 2021 (the date that is one month prior to the stated maturity date of the 2022 Notes), the 2022 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2022 Notes to be redeemed.
(iii) The Redemption Price of the 2047 Notes to be redeemed shall be payable calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to July 30, 2046 (the date that is six months prior to the stated maturity date of the 2047 Notes), the 2047 Notes to be redeemed may be surrendered for redeemed by the registration Issuer at a Redemption Price equal to the greater of transfer or exchange shall be the Corporate Trust Office (1) 100% of the Trustee in St. Paulprincipal amount of the 2047 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2047 Notes to be redeemed that would be due if the 2047 Notes matured on July 30, ▇▇nnesota. The place where notices 2046 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.
(B) If the redemption date is on or demands after July 30, 2046 (the date that is six months prior to or upon the stated maturity date of the 2047 Notes), the 2047 Notes to be redeemed may be redeemed by the Issuer in respect at a Redemption Price equal to 100% of the Notes and the Indenture may be served shall be the corporate trust office principal amount of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇2047 Notes to be redeemed.
(A) The In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of either or both series of the 2022 Notes may and the 2047 Notes in accordance with Section 1.01(e)(i)-(iii) above, as applicable to such series, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of such series of Notes to be redeemed at by transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders. Any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any time at case, failure duly to give such notice to the option holder of the Issuer, any Note designated for redemption in whole, whole or from time to time in part, at a redemption price equal to or any defect in the sum of (i) notice, shall not affect the principal amount validity of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds proceedings for the redemption of any Notes other Note.
(or any portion thereofB) called for Each such notice of redemption shall have been made available on specify the redemption date referred series and amount of Notes to in such noticebe redeemed, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right applicable Redemption Price at which such series of the Holders of the Notes will to be redeemed are to receive be redeemed, and shall state that payment of the Redemption Price, with respect to Price of such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) to be redeemed will be given to Holders made at their addresses, as shown the office or agency of the Issuer in the security register for Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, not more than 60 nor less than 30 days prior that interest accrued to the date fixed for redemption. The notice of redemption will specifybe paid as specified in said notice and, among other items, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption dateaccrued interest. If less than all the Notes of a series are to be redeemed at redeemed, the option notice to the holders of the Issuer, the Trustee shall select by lot, the Notes of that series to be redeemed in whole or in partpart shall specify the particular Notes to be redeemed. In case any Notes are to be redeemed in part only, the event notice that relates to such series of Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issued.
(C) If the Trustee is to provide notice to the holders of the Notes in accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes of such series to be redeemed, and thereupon, in the case of a partial redemption, the Notes of such series to be redeemed will be selected in accordance with the procedures of the Depository in a manner that provides for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of Notes of such series of a denomination larger than $2,000.
(D) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of a series of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section.
(E) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes of the applicable series during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of the Notes of such series selected for redemption and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Notes of such series so selected for redemption in part onlywhole or in part, a new Note for the amount of except the unredeemed portion thereof shall be issued of any such Notes being redeemed in the name of the Holder thereto, upon cancellation thereofpart.
(BF) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(v) As used herein:
Appears in 1 contract
Sources: Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.8757.90% Senior Notes Due February 1, 2005due 2009."
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, for or in lieu of, other Notes of the series pursuant to Sections 304Section 2.05, 3052.06, 3062.07, 906, 1107 8.04 or 1305 10.07 of the Indenture) shall be up to $125,000,000150,000,000.
(3) The entire outstanding principal of the Notes shall be payable will mature on February October 1, 2005 2009 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.875%7.90% per annum; the date from which interest shall accrue shall be February 2September 29, 19981999; the Interest Payment Dates for the Notes on which interest will be payable shall be February April 1 and August October 1 in each year, beginning August April 1, 19982000; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and .
(5) The Company, at its option, may redeem the Notes, in whole or in part, at any time upon 30 day's notice (but not more than 60 days) at the Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or the Make Whole Amount (as defined below) with respect to the Notes to be redeemed. The "Make Whole Amount" with respect to the Notes to be redeemed on any Redemption Date shall equal the sum of the present values, as of such Redemption Date, of the Remaining Scheduled Payments (as defined below) discounted, on a semiannual basis upon which interest shall be calculated shall be that of (assuming a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part), at a redemption price rate equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount Treasury Rate (as defined below)) plus 25 basis points. For purposes of calculating the Make Whole Amount, if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption following terms shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used hereinfollowing meanings:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:. Unless explicitly stated otherwise, the following terms shall apply to both the 2004 Notes and 2009 Notes.
(1) The 2004 Notes shall constitute a series of Securities having the title "6.8756.8% Notes Due February May 1, 20052004," and the 2009 Notes shall constitute a series of Securities having the title "7.25% Notes Due May 1, 2009."
(2) The aggregate principal amount of the 2004 and 2009 Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall each be up to $125,000,000200,000,000.
(3) The entire outstanding principal of the 2004 Notes shall be payable on February May 1, 2005 2004, and the entire outstanding principal of the 2009 Notes shall be payable on May 1, 2009 (the each, a "Stated Maturity Date").
(4) The rate at which the 2004 Notes shall bear interest shall be 6.8756.8%, and the rate at which the 2009 Notes shall bear interest shall be 7.25%; the date from which interest on the Notes shall accrue shall be February 2May 11, 19981999; the Interest Payment Dates for the Notes on which interest will be payable shall be February May 1 and August November 1 in each year, beginning August November 1, 1998; 1999, the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Sources: Supplemental Indenture (Equity Office Properties Trust)
Terms of Notes. The following terms relating to the Notes are hereby established:. Unless explicitly stated otherwise, the following terms shall apply to both the 2004 Notes and 2009 Notes.
(1) The 2004 Notes shall constitute a series of Securities having the title "6.8756.8% Notes Due February May 1, 20052004," and the 2009 Notes shall constitute a series of Securities having the title "7.25% Notes Due May 1, 2009."
(2) The aggregate principal amount of the 2004 and 2009 Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall each be up to $125,000,000200,000,000.
(3) The entire outstanding principal of the 2004 Notes shall be payable on February May 1, 2005 2004, and the entire outstanding principal of the 2009 Notes shall be payable on May 1, 2009 (the each, a "Stated Maturity Date").
(4) The rate at which the 2004 Notes shall bear interest shall be 6.8756.8%, and the rate at which the 2009 Notes shall bear interest shall be 7.25%; the date from which interest on the Notes shall accrue shall be February 2May 11, 19981999; the Interest Payment Dates for the Notes on which interest will be payable shall be February May 1 and August November 1 in each year, beginning August November 1, 1998; 1999, the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota▇▇, Minnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.875“5.450% Senior Notes Due February 1, 2005due 2053”."
(2b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000600,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February 1March 15, 2005 (the "Stated Maturity Date")2053, plus any unpaid interest accrued to such date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%5.450% per annum; the date from which interest shall accrue on the Notes shall be February 2March 9, 19982023 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 March 15 and August 1 September 15 in each year, beginning August 1September 15, 19982023; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day March 1 or September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5e) The Place Prior to September 15, 2052 (six months prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Notes, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of Payment where principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Indenture redemption date. On or after the Par Call Date, the Issuer may be served shall be redeem the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Notes, ▇▇▇▇▇ ▇▇▇in whole or in part, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or and from time to time in parttime, at a redemption price equal to the sum 100% of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued and unpaid interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Sources: Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.875% Notes Due February 1, 2005."
(2) The aggregate principal amount of the Notes that may of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,350,000,000; provided, however, that subject to the Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of Notes of this Series, may issue additional notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price, the initial Interest Payment Date and rights under a related registration rights agreement, if any. Any such Additional Notes shall be authenticated by the Trustee upon receipt of a Company Order to that effect, and delivered upon registration when so authenticated, will constitute “Notes” for all purposes of transfer of, or in exchange for, or in lieu of, the Indenture and will (together with all other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of this Series issued under the Indenture) shall be up to $125,000,000constitute a single Series of Notes under the Indenture; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP, ISIN, common code or other identifying number, as applicable.
(3a) The entire outstanding Notes of this Series issued on the Series Issue Date will be issued at an issue price of 100% of the principal amount thereof.
(b) The principal amount of the Notes shall be of this Series is due and payable in full on February 1April 15, 2005 (the "Stated Maturity Date")2031 unless earlier redeemed.
(4c) The rate at which the Notes of this Series shall bear interest shall be 6.875%; the date from which interest shall accrue shall be February 2, 1998; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 and August 1 in each year, beginning August 1, 1998; the Regular Record Dates for the interest payable (computed on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting comprised of twelve 30-day months) at the rate of 3.500% per annum from and including the Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on April 15 and October 15 of each year (each, an “Interest Payment Date”), commencing October 15, 2021 to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April 1 or October 1, respectively.
(5d) The Place of Payment where the principal Principal of and interest on the Notes of this Series shall be payable and Notes may be surrendered for the registration as set forth in Exhibit A.
(e) Other than as provided in Article III of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paulthis Forty-Eighth Supplemental Indenture, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may of this Series shall not be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇redeemable.
(Af) The Notes may of this Series shall not be redeemed at entitled to the benefit of any time at the option mandatory redemption or sinking fund.
(g) The Notes of this Series shall not be convertible into any other securities.
(h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Issuer, Guarantors in whole, or from time to time in part, at a redemption price equal to accordance with the sum terms of the Indenture.
(i) The Company initially appoints the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date Trustee as Registrar and (ii) the Make-Whole Amount (as defined below), if any, Paying Agent with respect to the Notes of this Series until such Notes (time as the Trustee has resigned or portion thereof) (the "Redemption Price"). If notice a successor has been given as provided in the Indenture and funds for the redemption appointed.
(j) The Notes of any this Series will initially be evidenced by one or more Global Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder theretoCede & Co., upon cancellation thereofas nominee of The Depository Trust Company.
(Bk) As used herein:The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.
Appears in 1 contract
Sources: Forty Eighth Supplemental Indenture (T-Mobile US, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.875“2.250% Senior Notes Due February 1, 2005due 2030”."
(2b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000750,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February 1November 15, 2005 (the "Stated Maturity Date")2030, plus any unpaid interest accrued to such date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%2.250% per annum; the date from which interest shall accrue on the Notes shall be February 2May 7, 19982020 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 May 15 and August 1 November 15 in each year, beginning August 1November 15, 19982020; the Regular Record Dates regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day May 1 or November 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5e) The Place Notes may be redeemed in whole at any time or in part from time to time, at the option of Payment where the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of the Notes being redeemed to but excluding the redemption date:
(i) If the redemption date is prior to the Par Call Date, the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (A) 100% of the principal amount of the Notes to be redeemed and (B) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal of and interest on the Notes shall to be payable and Notes may redeemed that would be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of due if the Notes and matured on the Indenture may be served shall be Par Call Date (exclusive of interest accrued to the corporate trust office date of redemption) discounted to the Trustee date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇the then current Treasury Rate plus 30 basis points.
(Aii) The If the redemption date is on or after the Par Call Date, the Notes to be redeemed may be redeemed at any time at by the option of the Issuer, in whole, or from time to time in part, Issuer at a redemption price Redemption Price equal to the sum 100% of (i) the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i)-(ii) above, the Issuer shall, or portion thereof) being shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed plus accrued interest thereon by transmitting a notice of such redemption not less than 10 days and not more than 60 days before the date fixed for redemption to such holders. Any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption date and (ii) the Make-Whole Amount (as defined below)in whole or in part, if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided any defect in the Indenture and funds notice, shall not affect the validity of the proceedings for the redemption of any Notes other Note.
(or any portion thereofB) called for Each such notice of redemption shall have been made available on specify the redemption date referred amount of Notes to in such noticebe redeemed, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of applicable Redemption Price at which the Notes will to be redeemed are to receive be redeemed, and shall state that payment of the Redemption Price, with respect to Price of such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) to be redeemed will be given to Holders made at their addresses, as shown the office or agency of the Issuer in the security register for Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, not more than 60 nor less than 30 days prior that interest accrued to the date fixed for redemption. The notice of redemption will specifybe paid as specified in said notice and, among other items, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption dateaccrued interest. If less than all of the Notes are to be redeemed at the option of the Issuerredeemed, the Trustee shall select by lot, notice to the holders of the Notes to be redeemed in whole or in partpart shall specify the particular Notes to be redeemed. In case the event Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(C) If the Trustee is to provide notice to the holders of the Notes in accordance with this Section 1.01(e)(iii), for a partial or full redemption, the Issuer shall give the Trustee at least 3 days’ notice in advance, a period which can be reduced upon further negotiation between the Issuer and the Trustee, of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon, in the case of a partial redemption, the Notes to be redeemed will be selected in accordance with the procedures of the Depositary in a manner that provides for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than $2,000.
(D) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section.
(E) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Notes so selected for redemption in part onlywhole or in part, a new Note for the amount of except the unredeemed portion thereof shall be issued of any such Notes being redeemed in the name of the Holder thereto, upon cancellation thereofpart.
(BF) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iv) As used herein:
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities securities having the title "6.8755.875% Senior Notes Due February 1, 2005due 2033."
(2b) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 of the Indenture9.01) shall be up to $125,000,000300,000,000.
(3c) The entire outstanding principal of the Notes shall be payable on February August 1, 2005 (the "Stated Maturity Date")2033 plus any unpaid interest accrued to such date.
(4d) The rate at which the Notes shall bear interest shall be 6.875%5.875% per annum; the date from which interest shall accrue on the Notes shall be February 2July 30, 19982003; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 and August 1 in each year, beginning August February 1, 19982004; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day January 15 and July 15 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5e) The Place Notes shall be issuable in denominations of Payment where $1,000 and any integral multiple thereof.
(f) The Trustee shall also be the security registrar and paying agent for the Notes.
(g) Payments of the principal of and interest on the Notes shall be payable made in U.S. Dollars, and the Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee denominated in St. Paul, ▇▇nnesota. U.S. Dollars.
(h) The place where notices or demands to or upon the Issuer in respect holders of the Notes and shall have no special rights in addition to those provided in the Indenture may be served shall be upon the corporate trust office occurrence of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇any particular events.
(Ai) The Notes may shall not be redeemed at subordinated to any time at the option other debt of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option constitute senior unsecured obligations of the Issuer, the Trustee shall select by lot, the . The Notes to be redeemed are issuable in whole book entry form and are not convertible into shares of common stock or in part. In the event of redemption other securities of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereofCompany.
(B) As used herein:
Appears in 1 contract
Sources: Third Supplemental Indenture (Marsh & McLennan Companies Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.8757% Notes Due February 1, 20052007."
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be up to $125,000,0001,500,000.
(3) The entire outstanding principal of the Notes shall be payable on February 1, 2005 2007 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.8757%; the date from which interest shall accrue shall be February 2, 1998; the Interest Payment Dates for the Notes on which interest will be payable shall be February 1 and August 1 in each year, beginning August 1, 1998; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Sources: Supplemental Indenture (Equity Office Properties Trust)
Terms of Notes. The following terms relating to the 2008 Notes are hereby established:
(1) The 2008 Notes shall constitute a series of Securities Notes having the title "6.875______% Notes Due February 1due __________, 20052008."
(2) The aggregate principal amount of the 2008 Notes that may be authenticated and delivered under the Indenture (except for 2008 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other 2008 Notes pursuant to Sections 304, 305, 306, 906, or 1107 or 1305 of the Indenture) shall be up to $125,000,000__________.
(3) The entire outstanding principal of the 2008 Notes shall be payable will mature on February 1_________, 2005 2008 (the "Stated Maturity Date").
(4) The rate at which the 2008 Notes shall bear interest shall be 6.875%___% per annum; the date from which interest shall accrue shall be February 2________, 1998; the Interest Payment Dates for the 2008 Notes on which interest will be payable shall be February 1 _______ and August 1 ______ in each year, beginning August 1_____, 1998; the Regular Record Dates for the interest payable on the 2008 Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the 2008 Notes shall be payable and 2008 Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. PaulTrustee's affiliate, State Street Bank and Trust Company, at 61 B▇▇▇▇▇▇▇, ▇▇nnesota▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The ▇▇e place where notices or demands to or upon the Issuer Operating Partnership in respect of the 2008 Notes and the Indenture may be served shall be the corporate trust office Corporate Trust Office of the Trustee at One 633 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A6) The 2008 Notes may shall not be redeemed at any time redeemable at the option of any Holder thereof, upon the Issuer, in whole, occurrence of any particular circumstances or from time to time in part, at a redemption price equal to otherwise.
(7) The Trustee shall also be the sum of Security Registrar and Paying Agent for the 2008 Notes.
(i) the principal amount 8) The Holders of the 2008 Notes (or portion thereof) being redeemed plus accrued interest thereon shall have no special rights in addition to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as those provided in the Indenture and funds for upon the redemption occurrence of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereofparticular events.
(B9) As used herein:The 2008 Notes shall have no additional Events of Default in addition to the Events of Default set forth in Article Five of the Indenture.
(10) Interest on any 2008 Note shall be payable only to the Person in whose name that 2008 Note is registered at the close of business on the Regular Record Date for such interest.
(11) The 2008 Notes shall not be subordinated to any other debt of the Operating Partnership, and shall constitute senior unsecured obligations of the Operating Partnership.
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(1a) The 2033 Notes shall constitute a series of Securities securities having the title "6.875“5.400% Senior Notes Due February 1, 2005due 2033”. The 2053 Notes shall constitute a series of securities having the title “5.700% Senior Notes due 2053”."
(2b) The aggregate principal amount of the Original 2033 Notes that may be authenticated and delivered under the Indenture (except for 2033 Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other 2033 Notes pursuant to Sections 3042.05, 3052.06, 306, 906, 1107 2.07 or 1305 9.04 of the Base Indenture) shall be up to $125,000,000600,000,000. The aggregate principal amount of the Original 2053 Notes that may be authenticated and delivered under the Indenture (except for 2053 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2053 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,000,000,000.
(3c) The entire outstanding principal of the 2033 Notes shall be payable on February 1September 15, 2005 (2033, plus any unpaid interest accrued to such date. The entire outstanding principal of the "Stated Maturity Date")2053 Notes shall be payable on September 15, 2053, plus any unpaid interest accrued to such date.
(4d) The rate at which the 2033 Notes shall bear interest shall be 6.875%5.400% per annum; the date from which interest shall accrue on the 2033 Notes shall be February 2September 11, 19982023 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2033 Notes on which interest will be payable shall be February 1 March 15 and August 1 September 15 in each year, beginning August 1March 15, 19982024; the Regular Record Dates regular record dates for the interest payable on the 2033 Notes on any Interest Payment Date shall be the 15th calendar day March 1 or September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2033 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5e) The Place of rate at which the 2053 Notes shall bear interest shall be 5.700% per annum; the date from which interest shall accrue on the 2053 Notes shall be September 11, 2023 or from the most recent Interest Payment where Date to which interest has been paid; the principal of Interest Payment Dates for the 2053 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning March 15, 2024; the regular record dates for the interest payable on the 2053 Notes on any Interest Payment Date shall be the March 1 or September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2053 Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange calculated shall be that of a 360-day year consisting of twelve 30-day months.
(f) Prior to June 15, 2033 with respect to the Corporate Trust Office 2033 Notes (three months prior to their maturity date) (the “2033 Par Call Date”) or March 15, 2053 with respect to the 2053 Notes (six months prior to their maturity date) (the “2053 Par Call Date”; each of the Trustee in St. Paul2033 Par Call Date and the 2053 Par Call Date are herein referred to as a “Par Call Date”), ▇▇nnesota. The place where notices or demands to or upon the Issuer may redeem the Notes of the applicable series, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points with respect to the 2033 Notes and 25 basis points with respect to the 2053 Notes, in each case, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Indenture redemption date. On or after the applicable Par Call Date, the Issuer may be served shall be redeem the corporate trust office Notes of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇applicable series, ▇▇▇▇▇ ▇▇▇in whole or in part, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, or and from time to time in parttime, at a redemption price equal to the sum 100% of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued and unpaid interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
Appears in 1 contract
Sources: Seventeenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title "6.8757.50% Notes Debentures Due February October 1, 20052027."
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be up to $125,000,000150,000,000.
(3) The entire outstanding principal of the Notes shall be payable on February October 1, 2005 2027 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 6.8757.50%; the date from which interest shall accrue shall be February 2September 29, 19981997; the Interest Payment Dates for the Notes on which interest will be payable shall be February October 1 and August April 1 in each year, beginning August April 1, 1998; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, ▇▇nnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(A) The Notes may be redeemed at any time at the option of the Issuer, in whole, whole or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to the redemption date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. On the third Business Day preceding the date notice of redemption is given, the Company will notify the Trustee of the Redemption Price and the Trustee may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed and their redemption date. If less than all the Notes are to be redeemed at the option of the Issuer, the Trustee shall select by lot, the Notes to be redeemed in whole or in part. In the event of redemption of the Notes in part only, a new Note for the amount of the unredeemed portion thereof shall be issued in the name of the Holder thereto, upon cancellation thereof.
(B) As used herein:
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Sources: Supplemental Indenture (Equity Office Properties Trust)