Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. The Notes shall bear interest at the rate of 6.75% per year. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 2 contracts
Sources: Eighth Supplemental Indenture (Energy East Corp), Eighth Supplemental Indenture (Energy East Corp)
Terms of the Notes. The following terms and provisions relate to the Notes:
(a) The Notes shall constitute a series of securities having the title “3.375% Senior Notes due 2021”.
(b) The aggregate principal amount of the Notes as set forth in Exhibit A are hereby incorporated in (the “Initial Notes”) that may be initially authenticated and expressly made part of this Eighth Supplemental Indenturedelivered under the Indenture shall be $500,000,000. The Company may from time to time, without the consent of the Holders of the applicable series of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the applicable Additional Notes will mature and have a separate CUSIP number. The aggregate principal amount of the Additional Notes shall be unlimited.
(c) The entire Outstanding principal thereof will of the Notes shall be due and payable, together with all accrued and unpaid interest thereon, payable on July June 15, 2036. 2021.
(d) The rate at which the Notes shall bear interest at the rate of 6.75shall be 3.375% per year. The amount of date from which interest payable shall accrue on the Notes will shall be computed the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from June 5, 2014. The Interest Payment Dates for the Notes shall be June 15 and December 15 of each year, beginning December 15, 2014. Interest shall be payable on each Interest Payment Date to the holders of record at the close of business on the June 1 and December 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. Payment of the principal of .
(and premium, if anye) and interest on the The Notes will shall be made at the office or agency of the Company maintained for that purpose issuable in whole in the Borough form of Manhattanone or more registered Global Securities, and the City and State of Depositary for such Global Securities shall be The Depository Trust Company, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the CompanyYork. The Notes shall be issued substantially in minimum the form attached hereto as Exhibit A, which are herein incorporated by reference. The Notes shall be issuable in denominations of $1,000 2,000 or any integral multiple of $1,000 over such denominationin excess thereof.
(f) The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.03 hereof.
(g) The Notes will not have the benefit of any sinking fund.
(h) Except as provided herein, the holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(i) The Notes will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves.
(j) The Notes are not convertible into shares of common stock or other securities of the Company.
(k) The restrictive covenant set forth in Section 1.04 hereof shall be applicable to the Notes.
(l) The Designated Currency of the Notes shall be Dollars.
Appears in 1 contract
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Seventh Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July September 15, 20362033. The Notes shall bear interest at the rate of 6.75% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 1 contract
Terms of the Notes. The following terms and provisions relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title “6.85% Senior Notes due 2012”.
(b) The aggregate principal amount of the Notes that may be initially 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 3.04, 3.05, 3.06, of the Base Indenture) shall be $550,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as set forth in Exhibit A are hereby incorporated in the Notes. Any Additional Notes and expressly made part of this Eighth Supplemental Indenture. The the existing Notes will mature constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal thereof will of the Notes shall be due and payablepayable on August 1, together with all accrued and unpaid interest thereon, on July 15, 2036. 2012.
(d) The rate at which the Notes shall bear interest at the rate of 6.75shall be 6.85% per yearannum, subject to adjustment as described herein. The amount of date from which interest payable shall accrue on the Notes shall be July 19, 2007, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 1 and August 1 of each year, commencing February 1, 2008; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be computed paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the basis of Regular Record Date for such interest, which shall be January 15 or July 15 (whether or not a 360-day year consisting of twelve 30-day monthsBusiness Day), as the case may be, next preceding such Interest Payment Date. Payment of the principal of (and premium, if any) and any such interest on the Notes will be made at the office or agency Corporate Trust Office of the Company maintained for that purpose Trustee in the Borough of ManhattanWilmington, the City and State of New YorkDelaware, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available fundsdebts; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person Person entitled thereto as such address shall appear in the Security Register. Initially Note registry.
(e) The Notes shall be issuable in whole or in part in the form of one or more Global Securities and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York.
(f) The Notes shall be defeasible pursuant to Section 13.02 and/or Section 13.03 of the Base Indenture.
(g) The interest rate payable on the Notes will be issued in global form registered subject to adjustment from time to time if at least two Rating Agencies downgrades (or subsequently upgrades) the debt rating assigned to the Notes (a “rating”) as set forth below:
(i) If the ratings from at least two Rating Agencies are decreased to ratings set forth in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC")immediately following table, the initial securities depositary interest rate on the Notes will increase from the initial interest rate by each of the percentages set forth opposite the two ratings: BB+ 0.25% BB+ 0.25% Ba1 0.25% BB 0.50% BB 0.50% Ba2 0.50% BB- 0.75% BB- 0.75% Ba3 0.75% B+ or below 1.00% B+ or below 1.00% B1 or below 1.00%
(ii) If at least two Rating Agencies subsequently increase their ratings of the Notes to any of the ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the applicable initial interest rate set forth on the first page of this First Supplemental Indenture plus (if applicable) each of the percentages set forth opposite the ratings from the table above in effect immediately following the increase.
(iii) Each adjustment required by any decrease or increase in the ratings set forth above shall be made independent of any and all other adjustments, provided that if the ratings from three Rating Agencies are decreased to ratings set forth in the table above, then only the lowest two of the three ratings shall be utilized for such adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the initial interest rate set forth on the first page of this First Supplemental Indenture or (2) the total increase in the interest rate on the Notes exceed 2.00% above the initial interest rate set forth on the first page of this Supplemental Indenture.
(iv) If at least two Rating Agencies cease to provide ratings for the Notes), and may bear such legends as DTC may reasonably request. So long as any subsequent increase or decrease in the interest rate of the Notes are held solely necessitated by a reduction or increase in global form, the Regular Record Date rating by the Rating Agency continuing to provide the rating shall be twice the Business Day immediately preceding percentage set forth in the relevant Interest Payment Date; if applicable table above. No adjustments in the interest rate of the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration solely as a result of transfer or exchange two Rating Agencies ceasing to provide a rating. If all of the Notes; providedRating Agencies cease to provide a rating, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with interest rate on the exchange or transfer. The Notes shall not be superior in right of payment will increase to, and shall rank pari passu withor remain at, all other unsecured and unsubordinated indebtedness as the case may be, 2.00% above the initial interest rates set forth on the first page of this First Supplemental Indenture.
(v) Any interest rate increase or decrease, as described above, will take effect from the first day of the Companyinterest period during which a rating change requires an adjustment in the interest rate. The Notes If the interest rate adjusts up and then subsequently adjusts down during the same interest period, the interest rate shall be issued determined based on the ratings in minimum denominations effect at the end of $1,000 or any integral multiple of $1,000 over such denominationthe interest period.
(vi) The following defined terms have the following meanings:
Appears in 1 contract
Sources: First Supplemental Indenture (American Capital, LTD)
Terms of the Notes. All Notes are purchased and issued by CreditSCRIPT SPV Luxembourg through this Platform. The stated interest rate, maturity and other terms and provisions of each Investment are specified in the Portfolio page available on our Platform. The purchase price for any Notes You purchase through the Platform will be set at an Offering Price (that CreditSCRIPT determines from time to time) of the principal amount of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenturethat You decide to purchase. The Completion Price will be at a price no greater than the Offering Price; otherwise a re-confirmation of the Order will be requested from You. The interest rate (or other return), maturity and other terms of the corresponding Investments will be described on the Platform. You understand and acknowledge that the Note Issuer may in its sole discretion, at any time and from time to time, vote on any proposed amendments to the underlying Investment. The Note Issuer shall be entitled to engage, pay for and rely on the advice or services of any lawyers, accountants, valuers, surveyors or other experts in relation to any Investment. Any fees payable in relation to any such advice or services shall be for the account of the Investor and are deducted from payments made by the Note Issuer under the Notes. The Note Issuer will charge the Services Fee, which will be deducted from payments under the Notes when each interest or other payment is received from the Obligor and the monthly rate charged in a given month at the daily rate of the annual Services Fee. If an Obligor misses an interest or other payment, the Services Fee relating to that payment will not be deducted until that payment has been received. The Services Fee covers the Note Issuer’s role in providing intermediary services in relation to the purchasing of the Investment, the issuance of Notes and the ongoing use of the Platform. All interest, other return, principal repayments and other distributions on Investments will be paid by the Obligor to the Note Issuer and upon receipt by the Note Issuer will be credited to the account of the relevant Investors (after deduction of the Services Fee and any fees and expenses incurred by the Note Issuer as set-out in the paragraph above including in relation to proposed amendments to the Investment), in each case pursuant to the Terms of the Notes. So far as permitted by applicable laws, regulations and the practice of revenue authorities, all interest earned on your Notes will mature and be credited to your account without deducting income tax or corporation tax. It is the principal thereof responsibility of each Investor to account for any income or corporation tax that may be payable by it. On request by an Investor, the Note Issuer will be due and payable, together with all accrued and unpaid issue a certificate stating the amount of interest thereon, on July 15, 2036. The Notes shall bear interest at earned by the rate of 6.75% per Investor during the previous financial year. The amount Note Issuer shall be entitled to provide to HM Revenue & Customs and/or any other revenue authority any and all information requested by such authority relating to payments made to Investors. Upon request the Note Issuer will ensure that funds in your account that are not committed to the purchase of interest payable on Notes (and in turn by the Notes Note Issuer to Investments) will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided transferred to the Security Registrar at least 10 days prior to bank account from which the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Registeroriginal monies were transferred. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have Note Issuer reserves the right to select deduct from any such payment a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior charge to cover the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange Note Issuer’s direct costs of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or funds transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 1 contract
Sources: Investor Agreement
Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payable, together with all accrued and unpaid interest thereon, on July payable shall be January 15, 20362014. The principal of the Notes shall bear interest at the rate of 6.755.250% per annum from January 16, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on January 15 and July 15 (each, an "Interest Payment Date") in each year, commencing July 15, 2004, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the January 1 or July 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 5.250% per annum. Interest on the Notes shall be computed calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, the in The City and State of New York, in such coin or currency which initially shall be the office of the United States of America as Trustee located at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided4 New York Plaza, howeverNew York, that New York 10005, Attention: Corporate T▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇e subject to redemption at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution as provided in the United States form of the Person entitled thereto Note attached hereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear Exhibit A and in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transferIndenture. The Notes shall not be superior in right have the benefit of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationa sinking fund.
Appears in 1 contract
Terms of the Notes. (a) The terms and provisions of Notes shall be issued as fully registered Notes without coupons in the Authorized Denominations. The Notes as shall be in substantially the form set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. hereto.
(b) The Notes shall bear interest until payment of the principal thereof and interest thereon shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise. So long as the rate Notes accrue interest at a Weekly Interest Rate, interest shall be computed on the basis of 6.75% per yeara year of 360 days for the number of days actually elapsed. The amount of interest payable Interest accruing on the Notes will at a Fixed Interest Rate shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment .
(c) Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner as of the Record Date for such payment of interest, and shall be paid to the Person in whose name the Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest, to be fixed by Trustee, notice thereof being given to the Registered Owners not less than ten days prior to such Special Record Date.
(d) Interest shall be paid on each Interest Payment Date in lawful money of the United States by check mailed to each Registered Owner at the address shown on the registration books maintained by Note Registrar pursuant to the terms hereof; provided, however, interest may also be paid by wire transfer to an address in the continental United States in the case of a Registered Owner of at least $1,000,000 aggregate principal amount of Notes upon written request of the Registered Owner thereof 15 days prior to the applicable Record Date to Note Registrar in a form satisfactory to Note Registrar.
(e) The principal of (and premium, if any) and interest on the Notes will shall be made at the office or agency of the Company maintained for that purpose payable in the Borough of Manhattan, the City and State of New York, in such coin or currency lawful money of the United States of America as on June 1, 2033 at the time designated corporate trust office of payment is legal tender for the Trustee at 21▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇r at such other office as Trustee may designate. Except as provided in Section 2.10 hereof, no payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge principal shall be made on any Note unless and until such Note is tendered to Trustee for cancellation, as the registration of transfer or exchange of the Notes; provided, however, that the Company case may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. be.
(f) The Notes shall be issued subject to redemption and purchase as provided in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationArticle IV hereof.
Appears in 1 contract
Terms of the Notes. (a) The terms Global Notes may be exchanged for Notes in certificated form only if (i) the Depositary or any other designated replacement depositary is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and provisions a successor depositary registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 calendar days, (ii) at any time the Company in its sole discretion determines not to have the Notes represented by the Global Notes or (iii) an Event of Default has occurred and is continuing with respect to the Notes.
(b) The principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, is payable on July June 15, 2036. 2011 (the "Maturity Date").
(c) The Notes shall bear interest at the an annual rate of 6.756.273% per yearfrom June 22, 2004, or from the most recent date on which interest has been paid or provided for, payable semi-annually on June 15 and December 15 of each year commencing December 15, 2004, until the principal of such Notes is paid or made available for payment. The amount interest so payable will be paid to the person in whose name the Notes are registered at the close of business on the preceding June 1 or December 1, respectively; provided, however, that interest payable on the Notes Maturity Date, or, if applicable, upon redemption, will be computed payable to the Person to whom the principal of the Notes shall be payable. If the date on which interest is payable is not a Business Day, the interest will be paid on the basis of a 360-day year consisting of twelve 30-day months. next following Business Day.
(d) Payment of the principal of (and premium, if any, on) and any such interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of ManhattanNew York, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available fundsdebts; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person Person entitled thereto as such address shall appear in the Security Register. Initially JPMorgan Chase Bank is appointed as the Trustee and Paying Agent for the Notes will be issued in global form registered to perform the functions set forth in the name of Cede & Co. Indenture to be performed by such offices.
(as nominee for e) The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, redeemable at the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness option of the Company. The , in whole or in part at any time and from time to time, at a Redemption Price equal to the greater of: - 100% of the principal amount of the Notes shall to be issued redeemed; or - the sum of the present values of the remaining scheduled payments of principal and interest on the Notes (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points, plus, in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationeach case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.
Appears in 1 contract
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Fourth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July November 15, 20362006. The Notes shall bear interest at the rate of 6.755.75% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (New York State Electric & Gas Corp)
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Second Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July November 15, 20362012. The Notes shall bear interest at the rate of 6.755 1/2% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 1 contract
Sources: Second Supplemental Indenture (New York State Electric & Gas Corp)
Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payable, together with all accrued and unpaid interest thereon, on July payable shall be September 15, 20362004. The principal of the Notes shall bear interest at the rate of 6.757 5/8% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A) from September 17, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 15 and September 15 (each, an "Interest Payment Date") in each year, commencing March 15, 2000, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the March 1 or September 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 7 5/8% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A). Promptly following any increase in the interest rate on the Registrable Securities as the result of a Registration Default, the Company shall deliver an Officers' Certificate to the Trustee, notifying the Trustee of such Registration Default and setting forth the effective date of such increase in the interest rate on the Registrable Securities and the interest rate in effect on the Registrable Securities as a result of such Registration Default, and, in the event of any further increase in the interest rate on the Registrable Securities as the result of the continuance of a Registration Default, shall promptly deliver a similar Officers' Certificate to the Trustee. Any such increase in the interest rate on the Registrable Securities shall remain in effect until such time as all Registration Defaults have been cured or ceased to exist and the Company shall have delivered an Officers' Certificate to the Trustee to the effect that (i) all Registration Defaults have been cured or have ceased to exist and (ii) the date of such cessation or cure, whereupon the interest rate on the Registrable Securities shall be computed reduced to the original interest rate thereon effective as of the date of such cessation or cure. Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a United States Alien in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) , and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, the The City and State of New York, in such coin or currency which initially shall be the office of the United States of America as Trustee located at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; providedFour ▇▇▇▇▇▇ ▇▇▇▇▇▇, however▇▇▇ ▇▇▇▇, that ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services. The Notes are subject to redemption at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution as provided in the United States form of the Person entitled thereto Note attached hereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear Exhibit A and in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transferIndenture. The Notes shall not be superior in right have the benefit of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Companya sinking fund. The Notes shall be issued subject to defeasance and covenant defeasance at the option of the Company as provided in minimum denominations Sections 403 and 1011 of $1,000 the Original Indenture; provided that, without limitation to the provisions of Sections 403 and 1011 of the Original Indenture, the provisions of Sections 1013 and 1014 of the Indenture (which were added to the Indenture pursuant to the Fourth Supplemental Indenture and which are applicable to the Notes pursuant to Section 302 of this Fifth Supplemental Indenture) and Article V of this Fifth Supplemental Indenture shall survive any such defeasance or any integral multiple covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of $1,000 over such denominationNote attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Fifth Supplemental Indenture as if set forth in full at this place).
Appears in 1 contract
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Third Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15May 1, 20362023. The Notes shall bear interest at the rate of 6.7553/4% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 1 contract
Terms of the Notes. The terms Notes will be issued and maintained in the form of registered Global Securities without coupons, registered in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary" or "DTC") except (a) in the limited circumstances described in Section 305 of the Original Indenture and (b) for Restricted Securities transferred in accordance with Section 703 hereof, and beneficial interests therein may be acquired, or subsequently transferred. The provisions of Section 305 of the Original Indenture applicable to Global Securities shall apply to the Notes. The Stated Maturity of the Notes as set forth in Exhibit A are hereby incorporated in shall be December 14, 2016, and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. The Notes they shall bear interest at the rate of 6.756% per yearannum, from December 15, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on June 14 and December 14, commencing June 14, 1999 until the Coupon Reset Date, whereupon (x) if the Notes are purchased by the Callholder (as defined below) pursuant to its Call Option (as defined below) on the Coupon Reset Date, the Notes shall bear interest from the Coupon Reset Date to their Final Maturity Date (as defined below) at the Coupon Reset Rate (as defined below) determined in accordance with the Coupon Reset Process described in Section 304 hereof, payable semi-annually on June 14 and December 14, commencing on June 14, 2002, or (y) the Notes shall be redeemed by the Company pursuant to the exercise of the Put Option (as defined below) by the Trustee on behalf of the Holders of the Notes. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will shall be made payable at the office or agency of the Company Trustee in the City of Cincinnati maintained for that such purpose in and at any other office or agency maintained by the Borough of Manhattan, the City and State of New York, in Company for such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available fundspurpose; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person Person entitled thereto as such address shall appear in the Security Register. Initially the The Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall not have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment benefit of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfersinking fund. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness Indebtedness of the Company. The Notes shall be issued subject to defeasance at the option of the Company as provided in minimum denominations Section 1302 of $1,000 or any integral multiple the Original Indenture and they shall be subject to an assignable Call Option and to a Put Option to be exercised under certain conditions by the Trustee for and on behalf of $1,000 over such denominationthe Holders as provided in Article 3 hereof.
Appears in 1 contract
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Third Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July November 15, 20362010. The Notes shall bear interest at the rate of 6.758.05% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 1 contract
Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payablepayable shall be August 1, together with all accrued and unpaid interest thereon, on July 15, 20362009. The principal of the Notes shall bear interest at the rate of 6.757 7/8% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A) from August 4, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 1 and August 1 (each, an "Interest Payment Date") in each year, commencing February 1, 2000, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the January 15 or July 15 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 7 7/8% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A). Promptly following any increase in the interest rate on the Registrable Securities as the result of a Registration Default, the Company shall deliver an Officers' Certificate to the Trustee, notifying the Trustee of such Registration Default and setting forth the effective date of such increase in the interest rate on the Registrable Securities and the interest rate in effect on the Registrable Securities as a result of such Registration Default, and, in the event of any further increase in the interest rate on the Registrable Securities as the result of the continuance of a Registration Default, shall promptly deliver a similar Officers' Certificate to the Trustee. Any such increase in the interest rate on the Registrable Securities shall remain in effect until such time as all Registration Defaults have been cured or ceased to exist and the Company shall have delivered an Officers' Certificate to the Trustee to the effect that (i) all Registration Defaults have been cured or have ceased to exist and (ii) the date of such cessation or cure, whereupon the interest rate on the Registrable Securities shall be computed reduced to the original interest rate thereon effective as of the date of such cessation or cure. Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a United States Alien in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) , and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, the The City and State of New York, in such coin or currency which initially shall be the office of the United States of America as Trustee located at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; providedFour ▇▇▇▇▇▇ ▇▇▇▇▇▇, however▇▇▇ ▇▇▇▇, that ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services. The Notes are subject to redemption at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution as provided in the United States form of the Person entitled thereto Note attached hereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear Exhibit A and in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transferIndenture. The Notes shall not be superior in right have the benefit of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Companya sinking fund. The Notes shall be issued subject to defeasance and covenant defeasance at the option of the Company as provided in minimum denominations Sections 403 and 1011 of $1,000 the Original Indenture; provided that, without limitation to the provisions of Sections 403 and 1011 of the Original Indenture, the provisions of Section 303 and Article V of this Fourth Supplemental Indenture shall survive any such defeasance or any integral multiple covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of $1,000 over such denominationNote attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Fourth Supplemental Indenture as if set forth in full at this place).
Appears in 1 contract
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Sixth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July June 15, 20362012. The Notes shall bear interest at the rate of 6.75% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Rochester Gas & Electric Corp)
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 203620 . The Notes shall bear interest at the rate of 6.75% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination. ARTICLE THREE SUNDRY PROVISIONS Section 301. Execution, Authentication and Delivery of the Notes. Notes in the aggregate principal amount of $ ,000,000, or in such greater principal amount as shall be permitted by Section 201, may, upon execution of this Supplemental Indenture, or from time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon a Company Order without any further action by the Company.
Appears in 1 contract
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth First Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July November 15, 20362007. The Notes shall bear interest at the rate of 6.7543/8% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.
Appears in 1 contract
Sources: First Supplemental Indenture (New York State Electric & Gas Corp)
Terms of the Notes. (a) The terms and provisions Depository Trust Company is hereby designated as the Depositary for the 2023 Notes, which shall be issued in the form of Global Securities as further provided in Section 2.4.
(b) The principal of the 2023 Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July is payable May 15, 2036. 2023 (the “Maturity Date”).
(c) The 2023 Notes shall bear interest at the an annual rate of 6.752.950% per yearfrom May 16, 2013, or from the most recent date on which interest has been paid or provided for, payable semi-annually on May 15 and November 15 of each year commencing November 15, 2013 (each such date, an “Interest Payment Date”), until the principal of the 2023 Notes is paid or made available for payment. The amount interest so payable will be paid to the person in whose name the 2023 Notes are registered at the close of interest payable business on the Notes preceding May 1 or November 1, respectively. If the applicable Interest Payment Date is not a Business Day, the interest will be computed paid on the basis of a 360-day year consisting of twelve 30-day months. next following Business Day (such day, the “Adjusted Interest Payment Date”) as if it were made on the applicable Interest Payment Date and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date to the corresponding Adjusted Interest Payment Date.
(d) Payment of the principal of (and premium, if any, on) and any interest and Additional Amounts, if any, on the 2023 Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New YorkCorporate Trust Office, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available fundsdebts; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person Person entitled thereto as such address shall appear in the Security Register. Initially ▇▇▇▇▇ Fargo Bank, National Association is appointed as the Trustee, Paying Agent and Security Registrar for the 2023 Notes will be issued in global form registered to perform the functions set forth in the name of Cede & Co. Indenture to be performed by such offices.
(as nominee for e) The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the 2023 Notes are held solely redeemable at the option of the Company, in global formwhole or in part at any time and from time to time, from the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holdersdate hereof until February 15, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days 2023 (three months prior to the relevant Interest Payment Maturity Date. So long ), at a Redemption Price equal to the greater of: • 100% of the principal amount of the 2023 Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and • the sum of the remaining scheduled payments of principal of and interest on the 2023 Notes to be redeemed (not including any portion of the payment of interest accrued as of the Redemption Date), discounted to their present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points, plus accrued and unpaid interest on the principal amount to be redeemed to, but excluding, the Redemption Date.
(f) The 2023 Notes are outstanding redeemable at the option of the Company, on or after February 15, 2023 (three months prior to the Maturity Date) in global form registered whole at any time or in part from time to time, at a Redemption Price equal to 100% of the name aggregate principal amount of DTC or its nomineethe 2023 Notes being redeemed plus, all payments of principalin each case, premiumaccrued and unpaid interest, if any, to, but excluding, the Redemption Date.
(g) The 2023 Notes are redeemable subject to the terms and interest will be made by the Company conditions set forth in immediately available funds. No service charge shall be made for the registration of transfer or exchange Section 11.8 of the Notes; provided, however, that the Company may require payment of a sum sufficient Base Indenture.
(h) The 2023 Notes are not entitled to cover any tax mandatory redemption or other governmental charge that may be imposed in connection with the exchange or transfer. sinking fund payments.
(i) The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The 2023 Notes shall be issued in minimum denominations of $1,000 or any 2,000 and integral multiple multiples of $1,000 over in excess thereof.
(j) The entire principal amount of the 2023 Notes shall be payable upon the acceleration of the Maturity thereof pursuant to Section 5.2 of the Base Indenture.
(k) The 2023 Notes shall have such denominationother terms and provisions as are provided in the form thereof attached as Exhibit A hereto, which terms and provisions are hereby expressly made a part of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture expressly agree to such terms and provisions and to be bound thereby. Except as otherwise expressly permitted by the Indenture, all 2023 Notes shall be identical in all respects. Notwithstanding any differences among them, all 2023 Notes issued under the Indenture, including any 2023 Notes issued after the date hereof pursuant to and in accordance with the terms hereof, shall vote and consent together on all matters as one class.
(l) The Company shall be required to offer to purchase, in accordance with Section 2.5 hereof, the 2023 Notes if a Change of Control Triggering Event has occurred.
Appears in 1 contract