Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.45% Senior Notes Due 2020”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements. (b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04. (c) The Stated Maturity of the Notes shall be July 22, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office. (d) The Notes shall bear interest at the rate of 4.45% per annum from and including July 22, 2010, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable. (e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay. (f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee. (g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Schwab Charles Corp), Second Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.453.225% Senior Notes Due 2020due 2022”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Initial Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)750,000,000, subject to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes shall be July 22September 1, 20202022. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.453.225% per annum from and including July 22from and including August 27, 20102012, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 1 and July 22 September 1 of each year, beginning commencing on January 22March 1, 20112013, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 15 and July 7August 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Schwab Charles Corp), Third Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a two series of Securities under the Base Indenture: the title of the 2020 Notes shall be “4.453.300% Senior Notes Due due 2020”. ,” and the title of the 2025 Notes shall be “4.350% Senior Notes due 2025.” The changes, modifications and supplements to the Base Indenture effected by this Third Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2020 Notes that initially may be authenticated and delivered under this Third Supplemental Indenture (the “Initial 2020 Notes”) shall be limited to $600,000,000 300,000,000, and the aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this Third Supplemental Indenture (the “Initial 2025 Notes” and, together with the Initial 2020 Notes, the “Initial Notes”)) shall be limited to $300,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the 2020 Notes shall be July 22June 15, 20202020 and the Stated Maturity of the 2025 Notes shall be June 15, 2025. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee.
(d) The 2020 Notes shall bear interest at the rate of 4.453.300% per annum from and including July 22the 2025 Notes shall bear interest at the rate of 4.350% per annum, 2010in each case beginning on March 4, 2015 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. A-1 and Exhibit A-2. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 15 and July 22 December 15 of each year, beginning on January 22June 15, 20112015, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 June 1 and July 7December 1, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of each series of Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular Record DateDate for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of each series of Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding June 1. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Third Supplemental Indenture (Juniper Networks Inc)
Amount; Series; Terms. (a) There is hereby created and designated a two series of Securities Notes under the Base Indenture: the title of the New 2017 Notes shall be “4.456% Senior Notes Due 2020”2017” and the title of the New 2019 Notes shall be “6.375% Senior Notes Due 2019.” The New 2017 Notes and the New 2019 Notes shall be treated as separate series for all purposes under the Indenture. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of New 2017 Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Notes within the meaning of the Base Indenture (the “Original 2017 Notes”) shall be limited to $600,000,000 505,000,000, and the aggregate principal amount of New 2019 Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Notes within the meaning of the Base Indenture (the “Initial Original 2019 Notes” and together with the Original 2017 Notes, the “Original Notes”)) shall be limited to $800,000,000 subject, subject in each case, to increase as set forth in Section 3.042.12 of the Base Indenture.
(c) The Stated Maturity of the New 2017 Notes shall be July 22November 15, 20202017, and the Stated Maturity of the New 2019 Notes shall be November 15, 2019. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York.
(d) The New 2017 Notes shall bear interest at the rate of 4.456% per annum annum, and the New 2019 Notes shall bear interest at the rate of 6.375% per annum, in each case from and including July 22November 14, 2010, 2012 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. A-1 and Exhibit A-2, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 May 15 and July 22 November 15 of each year, beginning on January 22May 15, 20112013, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 1 and July 7November 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes of each series will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.03 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: First Supplemental Indenture (E TRADE FINANCIAL Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.454.70% Senior Notes Due 2020”. due 2045.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of the Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $915,000,000, subject to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes shall be July 22December 14, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office2045.
(d) The Notes shall bear interest at the rate of 4.454.70% per annum from and including July 22December 14, 20102015, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 14 and July 22 December 14 of each year, beginning on January 22June 14, 20112016, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 31 and July 7November 30, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Stated Maturity, Redemption Date or the Stated Maturity of other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity, Redemption Date or other payment date, as a result the case may be, to the date of such delay.
(f) The Notes will that payment on the next succeeding Business Day. All payment dates with respect to the Notes, whether at Stated Maturity, on any Redemption Date or on any Interest Payment Date, shall be issued determined in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited accordance with the Trustee as custodian for the Depositary or its nomineetime-zone applicable to The City of New York.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.455.900% Senior Notes Due 2020”. due 2027.” The changes, modifications and supplements to the Base Indenture effected by this Fifth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Board Resolution with respect to such other series of Securities or Officer’s Certificate establishing such series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Fifth Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)750,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes Notes, on which principal thereof is due and payable, shall be July 22June 1, 20202027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The Notes shall bear interest at the rate of 4.455.900% per annum from and including July 22beginning on May 16, 2010, 2024 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 December 1 and July 22 June 1 of each year, beginning on January 22December 1, 20112024, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 November 16 and July 7May 17, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Note that is a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Las Vegas Sands Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.455.375% Senior Notes Due 2020”. 2022.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities notes specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Notes within the meaning of the Base Indenture (the “Original Notes”) shall be limited to $600,000,000 (the “Initial Notes”), 540,000,000 subject to increase as set forth in Section 3.042.12 of the Base Indenture.
(c) The Stated Maturity of the Notes shall be July 22November 15, 20202022. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York.
(d) The Notes shall bear interest at the rate of 4.455.375% per annum from and including July 22November 17, 2010, 2014 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 May 15 and July 22 November 15 of each year, beginning on January 22May 15, 20112015, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 1 and July 7November 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.03 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Second Supplemental Indenture (E TRADE FINANCIAL Corp)
Amount; Series; Terms. (a) There is hereby created and designated a series two Series of Securities under the Base Indenture: the title of the 2031 Notes shall be “4.451.850% Senior Notes Due 2020”. due 2031,” and the title of the 2051 Notes shall be “2.950% Senior Notes due 2051.” The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $600,000,000 750,000,000, and the aggregate principal amount of 2051 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2051 Notes” and, together with the Initial 2031 Notes, the “Initial Notes”)) shall be limited to $750,000,000, subject subject, in each case, to increase as set forth in Section 3.043.04 of this Second Supplemental Indenture.
(c) The Stated Maturity of the 2031 Notes shall be July 22February 15, 20202031 and the Stated Maturity of the 2051 Notes shall be February 15, 2051. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The 2031 Notes shall bear interest at the rate of 4.451.850% per annum from and including July 22the 2051 Notes shall bear interest at the rate of 2.950% per annum, 2010in each case beginning on February 11, 2021 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of 2031 Note annexed hereto as Exhibit A. A and form of 2051 Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 15 and July 22 August 15 of each year, beginning on January 22August 15, 20112021, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 1 and July 7August 1, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of each Series of Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of each Series of Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding February 1. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will of each Series shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Second Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes of a Series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such Series in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes of such Series, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Second Supplemental Indenture (Electronic Arts Inc.)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.456.200% Senior Notes Due 2020”. due 2034.” The changes, modifications and supplements to the Base Indenture effected by this Seventh Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Board Resolution with respect to such other series of Securities or Officer’s Certificate establishing such series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Seventh Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)500,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes Notes, on which principal thereof is due and payable, shall be July 22August 15, 20202034. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The Notes shall bear interest at the rate of 4.456.200% per annum from and including July 22beginning on May 16, 2010, 2024 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 15 and July 22 August 15 of each year, beginning on January 22February 15, 20112025, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 31 and July 731, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Note that is a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Las Vegas Sands Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.453.000% Senior Notes Due 2020”. 2029.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $750,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.02 of this Supplemental Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided, that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22February 15, 20202029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.453.000% per annum from and including July 22January 20, 2010, 2021 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 February 15 and July 22 August 15 of each year, beginning on January 22August 15, 20112021, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 1 and July 7August 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.02 and 2.03 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: First Supplemental Indenture (CrowdStrike Holdings, Inc.)
Amount; Series; Terms. (a) There is hereby created and designated a series Series of Securities under the Base Indenture: the title of the Notes shall be “4.455.400% Senior Notes Due 2020”. due 2029.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $300,000,000, subject to increase increases as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22June 12, 20202029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.455.400% per annum accruing from and including July 22June 12, 2010, 2024 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 12 and July 22 December 12 of each year, beginning on January 22December 12, 20112024, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 28 and July 7November 27, respectively; provided that upon the Stated Maturity of the Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding May 28. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Take Two Interactive Software Inc)
Amount; Series; Terms. (a) There is hereby created and designated a series Series of Securities under the Base Indenture: the title of the Notes shall be “4.455.600% Senior Notes Due 2020”. due 2034.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $300,000,000, subject to increase increases as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22June 12, 20202034. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.455.600% per annum accruing from and including July 22June 12, 2010, 2024 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 12 and July 22 December 12 of each year, beginning on January 22December 12, 20112024, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 28 and July 7November 27, respectively; provided that upon the Stated Maturity of the Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding May 28. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Take Two Interactive Software Inc)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.452.900% Senior Notes Due 2020”. 2026.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $600,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22November 18, 20202026. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.452.900% per annum from and including July 22November 18, 20102019, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 May 18 and July 22 November 18 of each year, beginning on January 22May 18, 20112020, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7May 4 or November 4, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.453.250% Senior Notes Due 20202029”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)600,000,000, subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July May 22, 20202029. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.453.250% per annum from and including July May 22, 20102019, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January May 22 and July November 22 of each year, beginning commencing on January November 22, 20112019, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January May 7 and July November 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity of the Notes will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Thirteenth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.453.900% Senior Notes Due 2020”. 2032.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $1,200,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22April 15, 20202032. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.453.900% per annum from and including July 22April 5, 20102022, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 April 15 and July 22 October 15 of each year, beginning on January 22October 15, 20112022, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7April 1 or October 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series single Series of Securities under the Base Indenture: the title of the Notes shall be “4.454.500% Senior Notes Due 2020”. due 2027.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this First Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $750,000,000, subject to increase as set forth in Section 3.043.04 of this First Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22December 1, 20202027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.454.500% per annum from and including July 22beginning on November 15, 2010, 2017 or from the most recent interest payment date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The interest payment dates on which such interest for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 1 and July 22 December 1 of each year, beginning on January 22June 1, 20112018, and the “Regular Record Date” for any interest payable on each such Interest Payment Date interest payment date shall be the close of business on the immediately preceding January 7 May 15 and July 7November 15, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding June 1. If any Interest Payment Date or the interest payment date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or payment was due, and no interest shall accrue on that payment for the period from and after that interest payment date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on Physical Securities may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series single Series of Securities under the Base Indenture: the title of the Notes shall be “4.453.300% Senior Notes Due 2020”. due 2030.” The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Second Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $750,000,000, subject to increase as set forth in Section 3.043.04 of this Second Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22March 1, 20202030. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.453.300% per annum from and including July 22beginning on February 25, 2010, 2020 or from the most recent interest payment date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The interest payment dates on which such interest for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 March 1 and July 22 September 1 of each year, beginning on January 22September 1, 20112020, and the “Regular Record Date” for any interest payable on each such Interest Payment Date interest payment date shall be the close of business on the immediately preceding January 7 February 15 and July 7August 15, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding September 1. If any Interest Payment Date or the interest payment date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or payment was due, and no interest shall accrue on that payment for the period from and after that interest payment date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Second Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on Physical Securities may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.455.750% Senior Notes Due 2020”. 2025.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $500,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.05 and Section 4.09 of this Supplemental Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided, that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22January 1, 20202025. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.455.750% per annum from and including July 22November 20, 2010, 2014 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-360- day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 1 and July 22 1 of each year, beginning on January 22July 1, 20112015, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 December 15 and July 7June 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a two series of Securities under the Base Indenture: the title of the 2024 Notes shall be “4.453.550% Senior Notes Due 20202024” and the title of the 2029 Notes shall be “4.000% Senior Notes Due 2029”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2024 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (500,000,000, and the “Initial Notes”)aggregate principal amount of 2029 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000, each subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the 2024 Notes shall be July 22February 1, 20202024 and the Stated Maturity of the 2029 Notes shall be February 1, 2029. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The 2024 Notes shall bear interest at the rate of 4.453.550% per annum from and including July 22October 31, 20102018, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note 2024 Notes annexed hereto as Exhibit A. The 2029 Notes shall bear interest at the rate of 4.000% per annum from and including October 31, 2018, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2029 Notes annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 February 1 and July 22 August 1 of each year, beginning commencing on January 22February 1, 2011, 2019 and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 15 and July 715, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity of any series of Notes will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity of the applicable series of Notes is not a Business Day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Twelfth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.455.250% Senior Notes Due 2020”. due 2032.” The changes, modifications and supplements to the Base Indenture effected by this Sixth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Sixth Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $500,000,000, subject to increase as set forth in Section 3.04Section 3.03.
(c) The Stated Maturity of the Notes shall be July 22January 15, 20202032. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.455.250% per annum from and including July 22annum, 2010beginning on August 21, 2024, or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The interest payment dates on which such interest for the Notes shall be payable January 15 and July 15 of each year, beginning on January 15, 2025 (eacheach such date, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Daterecord date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 1 and July 71; provided that upon the Stated Maturity of the Notes, respectively, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to the Holder of record on the Regular Record Date, which interest has been paid or duly provided, howeverand shall include the required payment of principal or premium, interest if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding January 1, 2032. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and, unless the Company defaults on such payment, no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee.
, as the case may be, as the registered Holder of such Global Security. If Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (gi) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice by wire transfer of immediately available funds to the Holdersaccounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series one Series of Securities under the Base Indenture: the title of the Notes shall be “4.454.875% Senior Notes Due 2020”. due 2029.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this First Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $450,000,000, subject to increase as set forth in Section 3.043.03.
(c) The Stated Maturity of the Notes shall be July 22June 15, 20202029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.454.875% per annum from and including July 22beginning on June 6, 20102019, or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 15 and July 22 December 15 of each year, beginning on January 22December 15, 20112019, and the “Regular Record Daterecord date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 June 1 and July 7December 1, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to the Holder of record on the Regular Record Date, which interest has been paid or duly provided, howeverand shall include the required payment of principal or premium, interest if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding June 1, 2029. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and, unless the Company defaults on such payment, no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee.
, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (gi) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice by wire transfer of immediately available funds to the Holdersaccounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.451.000% Senior Notes Due 2020”. 2025.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $700,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22September 15, 20202025. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.451.000% per annum from and including July 22October 7, 20102020, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 15 and July 22 September 15 of each year, beginning on January 22March 15, 20112021, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7March 1 or September 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series Series of Securities under the Base Indenture: the title of the Notes shall be “4.453.550% Senior Notes Due 2020”. due 2025.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $600,000,000, subject to increase increases as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22April 14, 20202025. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.453.550% per annum accruing from and including July 22April 14, 2010, 2022 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 April 14 and July 22 October 14 of each year, beginning on January 22October 14, 20112022, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 30 and July 7September 29, respectively; provided that upon the Stated Maturity of the Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding March 30. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Second Supplemental Indenture (Take Two Interactive Software Inc)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.456.000% Senior Notes Due 2020”. due 2029.” The changes, modifications and supplements to the Base Indenture effected by this Sixth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Board Resolution with respect to such other series of Securities or Officer’s Certificate establishing such series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Sixth Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)500,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes Notes, on which principal thereof is due and payable, shall be July 22August 15, 20202029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The Notes shall bear interest at the rate of 4.456.000% per annum from and including July 22beginning on May 16, 2010, 2024 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 15 and July 22 August 15 of each year, beginning on January 22February 15, 20112025, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 31 and July 731, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Note that is a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Las Vegas Sands Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.454.90% Senior Notes Due 2020”. due 2045.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of the Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $1,007,000,000, subject to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes shall be July 22August 11, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office2045.
(d) The Notes shall bear interest at the rate of 4.454.90% per annum from and including July 22August 11, 20102015, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 11 and July 22 August 11 of each year, beginning on January 22February 11, 20112016, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 27 and July 727, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Stated Maturity, Redemption Date or the Stated Maturity of other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity, Redemption Date or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day. All payment dates with respect to the Notes, whether at Stated Maturity, on any Redemption Date or on any Interest Payment Date, shall be determined in accordance with the time-zone applicable to The City of New York.
(e) Elavon Financial Services Limited, UK Branch, shall initially act as the London paying agent for the Notes (the “Paying Agent”) and Elavon Financial Services Limited shall initially act as transfer agent for the Notes (the “Transfer Agent”) in accordance with the terms of the Agency Agreement. The Company may change the Paying Agent or the Transfer Agent without prior notice to the Holders.
(f) The Notes will be issued Elavon Financial Services Limited shall initially act as the Security Registrar, as such term is defined in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 305 of the Base Indenture, for the Notes in accordance with the terms of the Agency Agreement and for so long as Elavon Financial Services Limited shall be the Security Registrar for the Notes, the list of Holders required by 701 of the Base Indenture and deposited with shall not be required to be furnished to the Trustee as custodian for Trustee. The Company may change the Depositary or its nomineeSecurity Registrar without prior notice to the Holders.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any designates the office of the Transfer Agent and Paying Agent without notice to at 000 Xxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx XX0X 0XX as an agency where the HoldersNotes may be presented for payment, exchange or registration of transfer, in each case as provided for in the Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.450.850% Senior Notes Due 20202015”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 350,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22December 4, 20202015. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.450.850% per annum from and including July 22December 6, 20102012, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 June 4 and July 22 December 4 of each year, beginning commencing on January 22June 4, 20112013, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 20 and July 7November 19, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.456.000% Senior Notes Due 2020”. due 2028.” The changes, modifications and supplements to the Base Indenture effected by this Fifth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Fifth Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $400,000,000, subject to increase as set forth in Section 3.04Section 3.03.
(c) The Stated Maturity of the Notes shall be July 22January 15, 20202028. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.456.000% per annum from and including July 22annum, 2010beginning on December 7, 2022, or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The interest payment dates on which such interest for the Notes shall be payable January 15 and July 15 of each year, beginning on July 15, 2023 (eacheach such date, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Daterecord date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 1 and July 71; provided that upon the Stated Maturity of the Notes, respectively, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to the Holder of record on the Regular Record Date, which interest has been paid or duly provided, howeverand shall include the required payment of principal or premium, interest if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding January 1, 2028. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and, unless the Company defaults on such payment, no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee.
, as the case may be, as the registered Holder of such Global Security. If Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (gi) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice by wire transfer of immediately available funds to the Holdersaccounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.455.875% Senior Notes Due 2020”. 2026.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $1,100,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.05 and Section 4.09 of this Supplemental Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided, that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22January 15, 20202026. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.455.875% per annum from and including July 22December 4, 2010, 2015 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 15 and July 22 15 of each year, beginning on January 22July 15, 20112016, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 1 and July 71, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby The First Supplemental Indenture has previously created and designated a series one Series of Securities under the Base Indenture: Indenture titled the title “4.875% Notes due 2029.” Unless otherwise specified herein, the provisions of the First Supplemental Indenture applicable to the Initial Notes issued thereunder shall be “4.45% Senior apply to the Initial Reopened Notes Due 2020”issued under this Second Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Initial Reopened Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless or Additional Notes that may be issued under the First Supplemental Indenture unless, in each case, a supplemental indenture with respect to such other series Series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial Reopened Notes”) shall be limited to $600,000,000 (200,000,000. The Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with such 4.875% Senior Notes due 2029. The Initial Reopened Notes shall also constitute Additional Notes with respect to the “Initial Notes”), subject to increase Notes issued under the First Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.043.03 of the First Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22June 15, 20202029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.454.875% per annum annum. Interest on the Notes shall accrue from and including July 22June 6, 20102019, or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. A with respect to the Initial Reopened Notes. Interest shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 15 and July 22 December 15 of each year, beginning on January 22December 15, 20112019, and the “Regular Record Daterecord date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 June 1 and July 7December 1, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to the Holder of record on the Regular Record Date, which interest has been paid or duly provided, howeverand shall include the required payment of principal or premium, interest if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding June 1, 2029. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and, unless the Company defaults on such payment, no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Initial Reopened Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If the Initial Reopened Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) Initially, The issue price of the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to Initial Reopened Notes shall be 99.607% of the Holdersprincipal amount of such Notes.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.454.10% Senior Notes Due 2020”. due 2047.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of the Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $640,000,000, subject to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes shall be July 22August 14, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office2047.
(d) The Notes shall bear interest at the rate of 4.454.10% per annum from and including July 22August 14, 20102017, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 14 and July 22 August 14 of each year, beginning on January 22February 14, 20112018, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 31 and July 731, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Stated Maturity, Redemption Date or the Stated Maturity of other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity, Redemption Date or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day. All payment dates with respect to the Notes, whether at Stated Maturity, on any Redemption Date or on any Interest Payment Date, shall be determined in accordance with the time-zone applicable to The City of New York.
(e) Elavon Financial Services DAC, UK Branch, shall initially act as the London paying agent for the Notes (the “Paying Agent”) and Elavon Financial Services DAC shall initially act as transfer agent for the Notes (the “Transfer Agent”) in accordance with the terms of the Agency Agreement. The Company may change the Paying Agent or the Transfer Agent without prior notice to the Holders.
(f) The Notes will be issued Elavon Financial Services DAC shall initially act as the Security Registrar, as such term is defined in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 305 of the Base Indenture, for the Notes in accordance with the terms of the Agency Agreement and for so long as Elavon Financial Services DAC shall be the Security Registrar for the Notes, the list of Holders required by 701 of the Base Indenture and deposited with shall not be required to be furnished to the Trustee as custodian for Trustee. The Company may change the Depositary or its nomineeSecurity Registrar without prior notice to the Holders.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any designates the office of the Transfer Agent and Paying Agent without notice to at 000 Xxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx XX0X 0XX as an agency where the HoldersNotes may be presented for payment, exchange or registration of transfer, in each case as provided for in the Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.452.875% Senior Notes Due 2020”. 2026.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is €1,000,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the ISIN or Common Code number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue. References to “CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $600,000,000 (the deemed replaced by “Initial Notes”)ISIN” or “Common Code” numbers, subject to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the Notes shall be July 22February 1, 2020. The Notes shall be payable and may be presented for payment2026, redemption, registration of transfer and exchange, without service charge, at unless earlier redeemed or repurchased in accordance with the Corporate Trust OfficeIndenture.
(d) The Notes shall bear interest at the rate of 4.452.875% per annum from and including July 22December 12, 20102017, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 February 1 and July 22 August 1 of each year, beginning on January 22August 1, 20112018, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and 15 or July 715, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.452.875% Senior Notes Due 2020”. 2025.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is €1,000,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.05 and Section 4.09 of this Supplemental Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the ISIN or Common Code number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue. References to “CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $600,000,000 (the deemed replaced by “Initial Notes”)ISIN” or “Common Code” numbers, subject to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the Notes shall be July 22October 1, 2020. The Notes shall be payable and may be presented for payment2025, redemption, registration of transfer and exchange, without service charge, at unless earlier redeemed or repurchased in accordance with the Corporate Trust OfficeIndenture.
(d) The Notes shall bear interest at the rate of 4.452.875% per annum from and including July 22September 20, 2010, 2017 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 April 1 and July 22 October 1 of each year, beginning on January 22April 1, 20112018, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 15 and July 7September 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.452.950% Senior Notes Due 2020”. 2051.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $500,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22September 15, 20202051. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.452.950% per annum from and including July 22October 7, 20102020, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 15 and July 22 September 15 of each year, beginning on January 22March 15, 20112021, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7March 1 or September 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.453.450% Senior Notes Due 20202026”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)350,000,000, subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22February 13, 20202026. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.453.450% per annum from and including July 22November 13, 20102015, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 February 13 and July 22 August 13 of each year, beginning commencing on January 22February 13, 20112016, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 29 and July 729, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes Note is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a series two Series of Securities under the Base Indenture: the title of the 2026 Notes shall be “4.451.650% Senior Notes Due 2020”. due 2026” and the title of the 2031 Notes shall be “2.650% Notes due 2031.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Authorizing Resolution with respect to such other series Series of Securities or Officer’s Certificate establishing such Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2026 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2026 Notes”) shall be limited to $600,000,000 400,000,000, and the aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes,” and together with the Initial 2026 Notes, the “Initial Notes”)) shall be limited to $400,000,000, subject subject, in each case, to increase as set forth in Section Section 3.04.
(c) The Stated Maturity of the Notes 2026 Notes, on which principal thereof is due and payable, shall be July 2215, 20202026 and the Stated Maturity of the 2031 Notes, on which principal thereof is due and payable, shall be July 15, 2031. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The 2026 Notes shall bear accrue interest at the rate of 4.451.650% per annum from year and including the 2031 Notes shall accrue interest at the rate of 2.650% per year, in each case beginning on July 222, 2010, 2021 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note Notes annexed hereto as Exhibit A. A-1 or Exhibit A-2. Interest on the Notes shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) Dates for the Notes shall be January 22 15 and July 22 15 of each year, beginning on January 2215, 20112022, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 December 31 and July 7June 30, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes of each Series will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as Notes Custodian, or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Note registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Note. If the Notes are no longer represented by a Global Note, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.453.200% Senior Notes Due 2020”. due 2024.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Board Resolution with respect to such other series of Securities or Officer’s Certificate establishing such series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this First Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)1,750,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes Notes, on which principal thereof is due and payable, shall be July 22August 8, 20202024. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The Notes shall bear interest at the rate of 4.453.200% per annum from and including beginning on July 2231, 2010, 2019 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 8 and July 22 August 8 of each year, beginning on January 22February 8, 20112020, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 24 and July 724, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Note that is a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: First Supplemental Indenture (Las Vegas Sands Corp)
Amount; Series; Terms. (a) There is are hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.456.196% Fixed-to-Floating Rate Senior Notes Due 2020due 2029”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)1,300,000,000, subject to increase as set forth in Section 3.043.06 of this Supplemental Indenture.
(c) The Stated Maturity Date of the Notes shall be July 22November 17, 20202029 (the “Stated Maturity Date”). The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The amount of accrued interest during each Floating Rate Interest Period will be computed by multiplying (i) the outstanding principal amount of the Notes shall by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period multiplied by (b) the quotient of the actual number of calendar days in the applicable Floating Rate Interest Period (or any other relevant period) divided by 360. The interest rate on the Notes will in no event be lower than zero.
(e) During the Fixed Rate Period, the Notes will bear interest from and including November 17, 2023 to but excluding November 17, 2028 (the “Interest Reset Date”) at the annual rate of 6.196% (the “Fixed Rate Period”). The Company will pay interest on the Notes semi-annually with respect to the Fixed Rate Period in arrears on each May 17 and November 17 (each, a “Fixed Rate Interest Payment Date”). The Company will make the first interest payment on May 17, 2024 and the final fixed rate interest payment on November 17, 2028.
(f) During each Floating Rate Interest Period, the Notes will bear interest at the a rate of 4.45% per annum from and including July 22equal to compounded SOFR on the Interest Payment Determination Date for that interest period plus 1.878%, 2010, or from all as determined by the most recent date to which interest has been paid or duly provided for, Calculation Agent as further provided in this Supplemental Indenture and in the form of Note the Notes annexed hereto as Exhibit A. Interest shall be computed During the Floating Rate Period, the Company will pay interest on the basis of Notes quarterly in arrears on February 17, 2029, May 17, 2029, and August 17, 2029; provided that the final interest payment will be made on the Stated Maturity Date (each, a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (“Floating Rate Interest Payment Date” and together with the Fixed Rate Interest Payment Dates, each, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable).
(eg) If any Interest Payment Date Date, redemption date or the Stated Maturity Date of the Notes is not a Business Daybusiness day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on postponed to the next succeeding Business Day business day with the same force and effect as if made on such Interest Payment Date Date, redemption date or Stated Maturity Date, and no further interest or other payments will accrue as a result of such delaypostponement, and the Holders of the Notes will not be entitled to any further interest or other payments with respect to such postponement.
(fh) The Company will pay interest to the person in whose name the Note is registered at the close of business on the fifteenth calendar day (whether or not a business day) immediately preceding the related Interest Payment Date, except that the Company will pay interest on the Stated Maturity Date or, if the Notes are redeemed, the redemption date, to the person or persons to whom principal is payable (each, a “Regular Record Date”). During the Fixed Rate Period, each Regular Record Date will be May 2 and November 2, and during the Floating Rate Period, each Regular Record Date will be February 2, 2029, May 2, 2029 and August 2, 2029.
(i) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 3.02 of this Supplemental Indenture and in the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(gj) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
(k) With respect to the Notes and notwithstanding anything to the contrary in this Supplemental Indenture or the Notes, if the Company or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining compounded SOFR, then Section 3.05 of this Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the Notes. For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for the Floating Rate Interest Period will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a two series of Securities under the Base Indenture: the title of the 2026 Notes shall be “4.453.750% Senior Notes Due 2020”. due 2026” and the title of the 2030 Notes shall be “4.875% Notes due 2030.” The changes, modifications and supplements to the Base Indenture effected by this Third Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2026 Notes that initially may be authenticated and delivered under this Third Supplemental Indenture (the “2026 Initial Notes”) shall be limited to $600,000,000 (the “Initial Notes”)425,000,000, subject to increase as set forth in Section 3.04Section 3.03, and the aggregate principal amount of 2030 Notes that initially may be authenticated and delivered under this Third Supplemental Indenture (the “2030 Initial Notes”, and together with the 2026 Initial Notes, the “Initial Notes”) shall be limited to $325,000,000, subject to increase as set forth in Section 3.03.
(c) The Stated Maturity of the 2026 Notes shall be July 22February 1, 20202026, and the Stated Maturity of the 2030 Notes shall be May 12, 2030. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The 2026 Notes shall bear interest at the rate of 4.453.750% per annum from annum, and including July 22the 2030 Notes shall bear interest at the rate of 4.875% per annum, 2010each beginning on May 12, 2020, or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. A and Exhibit B, respectively. Interest shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The interest payment dates on which such interest shall be payable (eachx) February 1 and August 1 of each year, beginning on August 1, 2020 for the 2026 Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Notes (each such date, with respect to the applicable series of Notes, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Daterecord date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding (x) January 7 15 and July 715, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes, respectively; provided that upon the Stated Maturity of the applicable series of Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to the Holder of record on the Regular Record Date, which interest has been paid or duly provided, howeverand shall include the required payment of principal or premium, interest if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity will be paid to of the person to whom applicable series of Notes shall be, in the principal will be payable.
(e) case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date or the Date, Stated Maturity or other payment date with respect to a series of the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and, unless the Company defaults on such payment, no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Each series of Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.04 of the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee.
, as the case may be, as the registered Holder of such Global Security. If Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (gi) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice by wire transfer of immediately available funds to the Holdersaccounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a three series of Securities under the Base Indenture: the title of the Floating Rate Notes shall be “4.45Floating Rate Senior Notes due 2024”, the title of the 2024 Fixed Rate Notes shall be “0.750% Senior Notes Due 20202024” and the title of the 2028 Fixed Rate Notes shall be “2.000% Senior Notes Due 2028”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Floating Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (1,250,000,000, the “Initial Notes”)aggregate principal amount of 2024 Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $1,500,000,000, and the aggregate principal amount of 2028 Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $1,250,000,000, each subject to increase as set forth in Section 3.043.06 of this Supplemental Indenture.
(c) The Stated Maturity of the Floating Rate Notes shall be July 22March 18, 20202024, the Stated Maturity of the 2024 Fixed Rate Notes shall be March 18, 2024 and the Stated Maturity of the 2028 Fixed Rate Notes shall be March 20, 2028. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Floating Rate Notes shall bear interest for each Floating Rate Interest Period at a rate per annum equal to Compounded SOFR on the Interest Payment Determination Date for that Floating Rate Interest Period plus 0.500%, all as determined by the Calculation Agent, as further provided in this Supplemental Indenture. Interest on the Floating Rate Notes will be computed on the basis of the actual number of days in each Floating Rate Interest Period and a 360-day year. The 2024 Fixed Rate Notes shall bear interest at the rate of 4.450.750% per annum from and including July 22March 18, 20102021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note 2024 Fixed Rate Notes annexed hereto as Exhibit A. B. The 2028 Fixed Rate Notes shall bear interest at the rate of 2.000% per annum from and including March 18, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2028 Fixed Rate Notes annexed hereto as Exhibit C. Interest on the Fixed Rate Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The For the Floating Rate Notes, the dates on which such interest shall be payable (each, an a “Floating Rate Interest Payment Date”) shall be January 22 March 18, June 18, September 18 and July 22 December 18 of each year, beginning commencing on January 22June 18, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.2021,
Appears in 1 contract
Amount; Series; Terms. (a) There is The Notes are hereby created and designated as a series of Securities under the Base Indenture: the title of the Notes shall be “4.452.950% Senior Notes Due 2020”. 2022.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Securities within the meaning of the Base Indenture (the “Original Notes”) shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.042.12 of the Base Indenture.
(c) The Stated Maturity of the Notes shall be July 22August 24, 20202022. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York.
(d) The Notes shall bear interest at the rate of 4.452.950% per annum from and including July 22August 24, 2010, 2017 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Security annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 February 24 and July 22 August 24 of each year, beginning on January 22February 24, 20112018, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 9 and July 7August 9, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.03 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: First Supplemental Indenture (E Trade Financial Corp)
Amount; Series; Terms. (a) There is hereby The Third Supplemental Indenture has previously created and designated a series of Securities under the Base Indenture: Indenture titled the title of the “4.25% Senior Notes due 2042.” The Initial Reopened Notes shall be “4.45consolidated, form a single series and be fully fungible with such 4.25% Senior Notes Due 2020”due 2042. The Initial Reopened Notes shall also constitute Additional Notes with respect to the Initial 2042 Notes issued under the Third Supplemental Indenture. Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to 2042 Notes issued thereunder shall apply to the 2042 Notes issued under this Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the 2042 Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2042 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial Reopened Notes”) shall be limited to $600,000,000 (the “Initial Notes”)175,000,000, subject subject, in each case, to increase as set forth in Section 3.043.04 of the Third Supplemental Indenture.
(c) The Stated Maturity of the 2042 Notes shall be July 22December 15, 20202042. The 2042 Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in Minneapolis, Minnesota, which shall initially be the office or agency of the Trustee.
(d) The 2042 Notes shall bear interest at the rate of 4.454.25% per annum from and including July 22annum, 2010in each case beginning on December 11, 2012 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form Form of Note annexed hereto as Exhibit A. Note. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the 2042 Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 15 and July 22 December 15 of each year, beginning on January 22June 15, 20112013, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 June 1 and July 7December 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the 2042 Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Initial Reopened Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(gf) InitiallyThe Company shall pay the principal of any Definitive 2042 Notes at the Office or Agency designated by the Company for that purpose under the Indenture. Interest on any Definitive 2042 Notes shall be payable, at the Company’s Option (i) by check mailed to the Holders of such 2042 Notes at their address in the Security Register and (ii) upon application to the Registrar, not later than the relevant Regular Record Date, by a Holder having an aggregate principal amount of Definitive 2042 Notes of at least $1,000,000, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice Registrar to the Holderscontrary.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a single series of Securities under the Base Indenture: the title of the Notes shall be “4.453.125% Senior Notes Due 2020”. due 2019.” The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”), ) shall be limited to $350,000,000 subject to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes shall be July 22February 26, 20202019. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee.
(d) The Notes shall bear interest at the rate of 4.453.125% per annum from and including July 22beginning on February 26, 2010, 2016 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 26 and July 22 August 26 of each year, beginning on January 22August 26, 20112016, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 12 and July 7August 12, respectively, whether or not a Business Day. Interest will be payable to ; provided that upon the Holder Stated Maturity of record on the Regular Record Date, provided, howeverNotes, interest shall be payable on the Stated Maturity will be from the most recent date to which interest has been paid to or duly provided, and shall include the person to whom the required payment of principal will be payable.
(e) or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Juniper Networks Inc)
Amount; Series; Terms. (a) There is hereby created and designated a four series of Securities under the Base Indenture: the title of the 2020 Notes shall be “4.452.450% Senior Notes Due due 2020”. ,” the title of the 2022 Notes shall be “3.100% Senior Notes due 2022,” the title of the 2025 Notes shall be “3.700% Senior Notes due 2025” and the title of the 2045 Notes shall be “4.900% Senior Notes due 2045.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2020 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2020 Notes”) shall be limited to $600,000,000 1,750,000,000, the aggregate principal amount of 2022 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2022 Notes”) shall be limited to $1,000,000,000, the aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2025 Notes”) shall be limited to $2,250,000,000 and the aggregate principal amount of 2045 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2045 Notes” and together with the Initial 2020 Notes, the Initial 2022 Notes and the Initial 2025 Notes, the “Initial Notes”)) shall be limited to $2,000,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the 2020 Notes shall be July 2229, 2020, the Stated Maturity of the 2022 Notes shall be July 29, 2022, the Stated Maturity of the 2025 Notes shall be July 29, 2025 and the Stated Maturity of the 2045 Notes shall be July 29, 2045. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in Minneapolis, Minnesota, which shall initially be the office or agency of the Trustee.
(d) The 2020 Notes shall bear interest at the rate of 4.452.450% per annum, the 2022 Notes shall bear interest at the rate of 3.100% per annum, the 2025 Notes shall bear interest at the rate of 3.700% per annum from and including the 2045 Notes shall bear interest at the rate of 4.900% per annum, in each case beginning on July 2229, 2010, 2015 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) Dates for the Notes shall be January 22 29 and July 22 29 of each year, beginning on January 2229, 20112016, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 14 and July 714, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(gf) InitiallyThe Company shall pay the principal of any Definitive Notes at the Office or Agency designated by the Company for that purpose under the Indenture. Interest on any Definitive Notes shall be payable, at the Company’s Option (i) by check mailed to the Holders of such Notes at their address in the Security Register and (ii) upon application to the Registrar, not later than the relevant Regular Record Date, by a Holder having an aggregate principal amount of Definitive Notes of at least $1,000,000, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice Registrar to the Holderscontrary.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.455.500% Senior Notes Due 2020”. 2034.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $750,000,000. The Issuer shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22June 15, 20202034. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Obligors maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.455.500% per annum from and including July 22May 30, 20102024, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 June 15 and July 22 December 15 of each year, beginning on January 22December 15, 20112024, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7June 1 or December 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, duly executed by the Obligors and authenticated by the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to provided in Sections 2.03 and 2.04 of the HoldersBase Indenture.
Appears in 1 contract
Amount; Series; Terms. (a) There is The Notes are hereby created and designated as a series of Securities under the Base Indenture: the title of the Notes shall be “4.454.375% Senior Secured Notes Due 2020”. due 2028.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
. Upon receipt of a written order of the Issuer, the Trustee shall authenticate (bi) The 4.375% Senior Secured Notes due 2028 for original issue on the Issue Date in the aggregate principal amount not to exceed $500,000,000 and (ii) subject to Section 4.06 (unless terminated pursuant to Section 4.21) and Section 4.10, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officer’s Certificate of the Issuer. The Officer’s Certificate shall specify the amount of the Notes that initially may to be authenticated authenticated, the date on which the Notes are to be authenticated, and delivered under this Supplemental Indenture the names and delivery instructions for each Holder. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer. Any Additional Notes shall be limited part of the same issue as the Notes being issued on the date hereof and shall vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and offers to $600,000,000 (purchase. For the “Initial purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes”), subject to increase as set forth in Section 3.04.
(c) if any. The Stated Maturity of the Notes shall be July 22September 1, 20202028. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) office of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Notes shall bear interest at the rate of 4.454.375% per annum from and including July 22August 20, 2010, 2020 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, duly executed by the Issuer and authenticated by the Trustee will act as Paying Agentprovided in Section 2.04 of the Base Indenture. The Company may change any Paying Agent without notice to the Holdersinitial Depositary shall be The Depository Trust Company.
Appears in 1 contract
Amount; Series; Terms. (a) There is The Notes are hereby created and designated as a series of Securities under the Base Indenture: the title of the Notes shall be “4.456.375% Senior Secured Notes Due 2020”. due 2067.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
. Upon receipt of a written order of the Issuer, the Trustee shall authenticate (bi) The 6.375% Senior Secured Notes due 2067 for original issue on the Issue Date in the aggregate principal amount not to exceed $225,000,000 and (ii) subject to Section 4.06 (unless terminated pursuant to Section 4.21) and Section 4.10, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officer’s Certificate of the Issuer. The Officer’s Certificate shall specify the amount of the Notes that initially may to be authenticated authenticated, the date on which the Notes are to be authenticated, and delivered under this Supplemental Indenture the names and delivery instructions for each Holder. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer. Any Additional Notes shall be limited part of the same issue as the Notes being issued on the date hereof and shall vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and offers to $600,000,000 (purchase. For the “Initial purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes”), subject to increase as set forth in Section 3.04.
(c) if any. The Stated Maturity of the Notes shall be July 22September 13, 20202067. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) office of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Notes shall bear interest at the rate of 4.456.375% per annum from and including July 22September 13, 2010, 2018 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, duly executed by the Issuer and authenticated by the Trustee will act as Paying Agentprovided in Section 2.04 of the Base Indenture. The Company may change any Paying Agent without notice to the Holdersinitial Depositary shall be The Depository Trust Company.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.451.800% Senior Notes Due 2020”. 2027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $500,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 2215, 20202027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.451.800% per annum from and including July June 22, 20102020, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 15 and July 22 15 of each year, beginning on January 2215, 20112021, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and 1 or July 71, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is The Notes are hereby created and designated as a series of Securities under the Base Indenture: the title of the Notes shall be “4.454.75% Senior Secured Notes Due 2020”. due 2027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
. Upon receipt of a written order of the Issuer, the Trustee shall authenticate (bi) The 4.75% Senior Secured Notes due 2027 for original issue on the Issue Date in the aggregate principal amount not to exceed $575,000,000 and (ii) subject to Section 4.06 (unless terminated pursuant to Section 4.21) and Section 4.10, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officer’s Certificate of the Issuer. The Officer’s Certificate shall specify the amount of the Notes that initially may to be authenticated authenticated, the date on which the Notes are to be authenticated, and delivered under this Supplemental Indenture the names and delivery instructions for each Holder. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer. Any Additional Notes shall be limited part of the same issue as the Notes being issued on the date hereof and shall vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and offers to $600,000,000 (purchase. For the “Initial purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes”), subject to increase as set forth in Section 3.04.
(c) if any. The Stated Maturity of the Notes shall be July 22February 15, 20202027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) office of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Notes shall bear interest at the rate of 4.454.75% per annum from and including July 22February 4, 2010, 2020 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, duly executed by the Issuer and authenticated by the Trustee will act as Paying Agentprovided in Section 2.04 of the Base Indenture. The Company may change any Paying Agent without notice to the Holdersinitial Depositary shall be The Depository Trust Company.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a two series of Securities under the Base Indenture: the title of the 2018 Notes shall be “4.451.500% Senior Notes Due 20202018” and the title of the 2025 Notes shall be “3.000% Senior Notes Due 2025”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2018 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (625,000,000 and the “Initial Notes”)aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $375,000,000, each subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the 2018 Notes shall be July 22March 10, 20202018 and the Stated Maturity of the 2025 Notes shall be March 10, 2025. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The 2018 Notes shall bear interest at the rate of 4.451.500% per annum from and including July 22March 10, 20102015, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note 2018 Notes annexed hereto as Exhibit A. The 2025 Notes shall bear interest at the rate of 3.000% per annum from and including March 10, 2015, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2025 Notes annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 10 and July 22 September 10 of each year, beginning commencing on January 22September 10, 20112015, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 23 and July 7August 26, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the applicable series of Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.453.625% Senior Notes Due 2020”. 2034.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is €500,000,000. The Issuer shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN and/or Common Code number(s), as applicable. With respect to any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the ISIN and/or Common Code number(s), as applicable, of such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $600,000,000 (the deemed replaced by “Initial Notes”)ISIN” and/or “Common Code” numbers, subject to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the Notes shall be July November 22, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office2034.
(d) The Notes shall bear interest at the rate of 4.453.625% per annum from and including July November 22, 20102024, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or November 22, 2024 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The dates date on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July November 22 of each year, beginning on January November 22, 20112025, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January November 7 and July 7, respectively, (whether or not such date is a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable).
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(gf) InitiallyNo service charge will be made for any registration of a transfer, exchange or redemption of the Trustee will act as Paying Agent. The Company Notes, but the Obligors may change require payment of a sum sufficient to cover any Paying Agent without notice to the Holderstransfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
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Amount; Series; Terms. (a) There is hereby created and designated a two series of Securities under the Base Indenture: the title of the 2023 Notes shall be “4.453.250% Senior Notes Due 2020”. due 2023” and the title of the 2028 Notes shall be “3.700% Senior Notes due 2028.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Authorizing Resolution with respect to such other series of Securities or Officer’s Certificate establishing such series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2023 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2023 Notes”) shall be limited to $600,000,000 1,000,000,000, and the aggregate principal amount of 2028 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2028 Notes,” and together with the Initial 2023 Notes, the “Initial Notes”)) shall be limited to $1,500,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes 2023 Notes, on which principal thereof is due and payable, shall be July 22April 11, 20202023 and the Stated Maturity of the 2028 Notes, on which principal thereof is due and payable, shall be April 11, 2028. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The 2023 Notes shall bear interest at the rate of 4.453.250% per annum from and including July 22the 2028 Notes shall bear interest at the rate of 3.700% per annum, 2010in each case beginning on April 11, 2018 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note Notes annexed hereto as Exhibit A. A-1 or Exhibit A-2. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 April 11 and July 22 October 11 of each year, beginning on January 22October 11, 20112018, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 26 and July 7September 26, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes of each Series will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Note that is a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series Series of Securities under the Base Indenture: the title of the Notes shall be “4.453.700% Senior Notes Due 2020”. due 2027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $600,000,000, subject to increase increases as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22April 14, 20202027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.453.700% per annum accruing from and including July 22April 14, 2010, 2022 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 April 14 and July 22 October 14 of each year, beginning on January 22October 14, 20112022, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 30 and July 7September 29, respectively; provided that upon the Stated Maturity of the Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding March 30. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Third Supplemental Indenture (Take Two Interactive Software Inc)
Amount; Series; Terms. (a) There is hereby created and designated a series single Series of Securities under the Base Indenture: the title of the Notes shall be “4.451.250% Senior Notes Due 2020”. due 2026.” The changes, modifications and supplements to the Base Indenture effected by this Third Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Third Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $750,000,000, subject to increase as set forth in Section 3.043.04 of this Third Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22March 1, 20202026. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.451.250% per annum from and including July 22beginning on February 18, 2010, 2021 or from the most recent interest payment date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The interest payment dates on which such interest for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 March 1 and July 22 September 1 of each year, beginning on January 22September 1, 20112021, and the “Regular Record Date” for any interest payable on each such Interest Payment Date interest payment date shall be the close of business on the immediately preceding January 7 February 15 and July 7August 15, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to the Holder of record on the Regular Record Date, which interest has been paid or duly provided, howeverand shall include the required payment of principal or premium, interest if any; and provided further, the Record Date for any interest, principal, or premium, if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding February 15. If any Interest Payment Date or the interest payment date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or payment was due, and no interest shall accrue on that payment for the period from and after that interest payment date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Third Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on Physical Securities may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a three series of Securities under the Base Indenture: the title of the Floating Rate Notes shall be “4.45Floating Rate Senior Notes due 2026”, the title of the 2026 Fixed Rate Notes shall be “1.150% Senior Notes Due 20202026” and the title of the 2031 Fixed Rate Notes shall be “2.300% Senior Notes Due 2031”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Floating Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (500,000,000, the “Initial Notes”)aggregate principal amount of 2026 Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $1,000,000,000, and the aggregate principal amount of 2031 Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $750,000,000, each subject to increase as set forth in Section 3.043.06 of this Supplemental Indenture.
(c) The Stated Maturity of the Floating Rate Notes shall be July 22May 13, 20202026, the Stated Maturity of the 2026 Fixed Rate Notes shall be May 13, 2026 and the Stated Maturity of the 2031 Fixed Rate Notes shall be May 13, 2031. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Floating Rate Notes shall bear interest for each Floating Rate Interest Period at a rate per annum equal to Compounded SOFR on the Interest Payment Determination Date for that Floating Rate Interest Period plus 0.520%, all as determined by the Calculation Agent, as further provided in this Supplemental Indenture. Interest on the Floating Rate Notes will be computed on the basis of the actual number of days in each Floating Rate Interest Period and a 360-day year. The 2026 Fixed Rate Notes shall bear interest at the rate of 4.451.150% per annum from and including July 22May 13, 20102021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note 2026 Fixed Rate Notes annexed hereto as Exhibit A. B. The 2031 Fixed Rate Notes shall bear interest at the rate of 2.300% per annum from and including May 13, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2031 Fixed Rate Notes annexed hereto as Exhibit C. Interest on the Fixed Rate Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The For the Floating Rate Notes, the dates on which such interest shall be payable (each, an a “Floating Rate Interest Payment Date”) shall be January 22 February 13, May 13, August 13 and July 22 November 13 of each year, beginning commencing on January 22August 13, 20112021, and the “Floating Rate Regular Record Date” for any interest payable on each such Floating Rate Interest Payment date shall be the close of business on the immediately preceding January 30, April 29, July 30 and October 30, respectively, whether or not a Business Day. For the 2026 Fixed Rate Notes, the dates on which such interest shall be payable (each, a “2026 Interest Payment Date”) shall be May 13 and November 13 of each year, commencing on November 13, 2021, and the “2026 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 April 29 and July 7October 30, respectively, whether or not a Business Day. For the 2031 Fixed Rate Notes, the dates on which such interest shall be payable (each, a “2031 Interest Payment Date” and together with the Floating Rate Interest Payment Date and the 2026 Interest Payment Date, an “Interest Payment Date”) shall be May 13 and November 13 of each year, commencing on November 13, 2021, and the “2031 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding April 29 and October 30, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the applicable Regular Record Date, provided, however, interest payable on the Stated Maturity of any series of the Notes will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity of the applicable series of Notes is not a Business Day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 3.02 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
(i) With respect to the Floating Rate Notes and notwithstanding anything to the contrary in this Supplemental Indenture or the Floating Rate Notes, if the Company or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then Section 3.05 of this Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the Floating Rate Notes. For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each Floating Rate Interest Period will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin.
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is are hereby created and designated a three series of Securities under the Base Indenture: the title of the Floating Rate Notes shall be “4.45Floating Rate Senior Notes Due 2021”, the title of the 2021 Fixed Rate Notes shall be “3.250% Senior Notes Due 20202021”, and the title of the 2025 Fixed Rate Notes shall be “3.850% Senior Notes Due 2025”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Floating Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (600,000,000, the “Initial Notes”)aggregate principal amount of 2021 Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000, and the aggregate principal amount of 2025 Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $750,000,000, each subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Floating Rate Notes shall be July 22May 21, 20202021, the Stated Maturity of the 2021 Fixed Rate Notes shall be May 21, 2021, and the Stated Maturity of the 2025 Fixed Rate Notes shall be May 21, 2025. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Floating Rate Notes shall bear interest at a floating rate of interest, reset quarterly, from and including May 22, 2018, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of Floating Rate Notes annexed hereto as Exhibit A. The interest rate for each Floating Rate Interest Period shall be determined by the Calculation Agent using Three-Month LIBOR as in effect on the second London Banking Day prior to the beginning of the Floating Rate Interest Period, which date is the “Interest Determination Date” for the Floating Rate Interest Period. The Calculation Agent shall add the spread of 0.32% per annum to the Three-Month LIBOR rate as determined on the Interest Determination Date. Absent manifest error, the Calculation Agent’s determination of the interest rate for a Floating Rate Interest Period will be binding and conclusive on the Holders of the Floating Rate Notes, the Trustee, the Paying Agent and the Company. Interest on the Floating Rate Notes shall be computed based on the actual number of days in a Floating Rate Interest Period and a 360-day year. Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one-half cent being rounded upwards. The dates on which such interest shall be payable, in the case of the Floating Rate Notes, (each, a “Floating Rate Note Interest Payment Date”) shall be February 21, May 21, August 21 and November 21 of each year, commencing on August 21, 2018, and the “Floating Rate Note Regular Record Date” for any interest payable on each such Floating Rate Interest Payment Date shall be the close of business on the 15th calendar day before the applicable Floating Rate Note Interest Payment Date. Interest will be payable on the Floating Rate Notes to the Holder of record on the Floating Rate Note Regular Record Date, provided, however, interest payable on the Stated Maturity of the Floating Rate Notes will be paid to the person to whom the principal will be payable. If a Floating Rate Note Interest Payment Date, other than the Stated Maturity of the Floating Rate Notes, falls on a day that is not a Business Day, the payment will be made on the next Business Day, except that if that Business Day is in the next succeeding calendar month, the Floating Rate Note Interest Payment Date will be the immediately preceding Business Day. If the Stated Maturity of the Floating Rate Notes falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Stated Maturity of the Floating Rate Notes.
(e) The 2021 Fixed Rate Notes shall bear interest at the rate of 4.453.250% per annum from and including July May 22, 20102018, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2021 Fixed Rate Notes annexed hereto as Exhibit B. The 2025 Fixed Rate Notes shall bear interest at the rate of 3.850% per annum from and including May 22, 2018, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note 2025 Fixed Rate Notes annexed hereto as Exhibit A. C. Interest on the Fixed Rate Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable payable, in the case of the Fixed Rate Notes, (each, an a “Fixed Rate Note Interest Payment Date”) shall be January 22 May 21 and July 22 November 21 of each year, beginning commencing on January 22November 21, 20112018, and the “Fixed Rate Note Regular Record Date” for any interest payable on each such Fixed Rate Note Interest Payment Date shall be the close of business on the immediately preceding January 7 May 6 and July 7November 6, respectively, whether or not a Business Day. Interest will be payable on the Fixed Rate Notes to the Holder of record on the Fixed Rate Note Regular Record Date, provided, however, interest payable on the Stated Maturity of any series of the Fixed Rate Notes will be paid to the person to whom the principal will be payable. If any Fixed Rate Note Interest Payment Date is not a Business Day, then the related payment of interest payable on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Fixed Note Interest Payment Date and no further interest will accrue as a result of such delay.
(ef) If any Interest Payment Redemption Date of any Note or the Stated Maturity of the applicable series of Fixed Rate Notes is not a Business Day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay.
(fg) The Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(gh) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
(i) Initially, the Trustee will act as Calculation Agent. The Company may appoint a successor calculation agent at its discretion.
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a single series of Securities under the Base Indenture: the title of the Notes shall be “4.453.750% Senior Notes Due 2020”. due 2029.” The changes, modifications and supplements to the Base Indenture effected by this Sixth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Sixth Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $500,000,000, subject to increase as set forth in Section 3.043.04 hereof.
(c) The Stated Maturity of the Notes shall be July 22August 15, 20202029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee.
(d) The Notes shall bear interest at the rate of 4.453.750% per annum from and including July 22beginning on August 26, 2010, 2019 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 15 and July 22 August 15 of each year, beginning on January 22February 15, 20112020, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 1 and July 7August 1, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular Record DateDate for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding August 1. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.453.200% Senior Notes Due 2020due 2027”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)650,000,000, subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22March 2, 20202027. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.453.200% per annum from and including July 22March 2, 20102017, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 2 and July 22 September 2 of each year, beginning commencing on January 22September 2, 20112017, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 15 and July 7August 18, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes Note is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.451.550% Senior Notes Due 2020”. 2028.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $650,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22March 15, 20202028. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.451.550% per annum from and including July 22October 7, 20102020, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 15 and July 22 September 15 of each year, beginning on January 22March 15, 20112021, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7March 1 or September 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series single Series of Securities under the Base Indenture: the title of the Notes shall be “4.452.538% Senior Notes Due 2020”. due 2030.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this First Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $650,000,000, subject to increase as set forth in Section 3.043.04 of this First Supplemental Indenture.
(c) The Stated Maturity of the principal of the Notes shall be July 22June 15, 20202030. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (subject to Section 2.07 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.452.538% per annum from and including July 22beginning on June 24, 2010, 2020 or from the most recent interest payment date to which interest has been paid or duly provided for, as further provided in this First Supplemental Indenture and the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The interest payment dates on which such interest for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 15 and July 22 December 15 of each year, beginning on January 22December 15, 20112020, and the “Regular Record Date” for any interest payable on each such Interest Payment Date interest payment date shall be the close of business on the immediately preceding January 7 June 1 and July 7December 1, respectively, respectively (whether or not a Business Day. Interest will ); provided that upon the final Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided for, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the final Stated Maturity of the Notes shall be the immediately preceding June 1 (whether or not a Business Day). If any interest payment date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid made on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or payment was due, and no interest shall accrue on that payment for the period from and after that interest payment date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.03 of the Base Indenture Indenture. The Depositary for such Global Securities shall be The Depository Trust Company, New York, New York.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on Physical Securities may, at the Company’s option, be made (i) by check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, by wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.451.250% Senior Notes Due 2020”. 2025.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $500,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 2215, 20202025. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.451.250% per annum from and including July June 22, 20102020, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 15 and July 22 15 of each year, beginning on January 2215, 20112021, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and 1 or July 71, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.453.250% Senior Notes Due 2020”. 2031.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is €650,000,000. The Issuer shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN and/or Common Code number(s), as applicable. With respect to any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the ISIN and/or Common Code number(s), as applicable, of such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $600,000,000 (the deemed replaced by “Initial Notes”)ISIN” and/or “Common Code” numbers, subject to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the Notes shall be July 22March 15, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office2031.
(d) The Notes shall bear interest at the rate of 4.453.250% per annum from and including July November 22, 20102024, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or November 22, 2024 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The dates date on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 March 15 of each year, beginning on January 22March 15, 20112025, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, February 28 (whether or not such date is a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable).
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(gf) InitiallyNo service charge will be made for any registration of a transfer, exchange or redemption of the Trustee will act as Paying Agent. The Company Notes, but the Obligors may change require payment of a sum sufficient to cover any Paying Agent without notice to the Holderstransfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.453.000% Senior Notes Due 2020”. 2050.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $500,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 2215, 20202050. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.453.000% per annum from and including July June 22, 20102020, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 15 and July 22 15 of each year, beginning on January 2215, 20112021, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and 1 or July 71, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a four series of Securities under the Base Indenture: the title of the 2024 Notes shall be “4.453.750% Senior Notes due 2024”, the title of the 2025 Notes shall be “3.625% Senior Notes Due 20202025”, the title of the 2027 Notes shall be “3.300% Senior Notes due 2027” and the title of the 2029 Notes shall be “2.750% Senior Notes Due 2029”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of the 2024 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (400,000,000, the “Initial Notes”)aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $500,000,000, the aggregate principal amount of 2027 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $800,000,000 and the aggregate principal amount of the 2029 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $500,000,000, each subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the 2024 Notes shall be July 22April 1, 20202024, the Stated Maturity of the 2025 Notes shall be April 1, 2025, the Stated Maturity of the 2027 Notes shall be April 1, 2027 and the Stated Maturity of the 2029 Notes shall be October 1, 2029. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The 2024 Notes shall bear interest at the rate of 4.453.750% per annum from and including July 22April 1, 20102021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note 2024 Notes annexed hereto as Exhibit A. The 2025 Notes shall bear interest at the rate of 3.625% per annum from and including April 1, 2021,or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2025 Notes annexed hereto as Exhibit B. The 2027 Notes shall bear interest at the rate of 3.300% per annum from and including April 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2027 Notes annexed hereto as Exhibit C. The 2029 Notes shall bear interest at the rate of 2.750% per annum from and including April 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2029 Notes annexed hereto as Exhibit D. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The For the 2024 Notes, the dates on which such interest shall be payable (each, an a “2024 Interest Payment Date”) shall be January 22 April 1 and July 22 October 1 of each year, beginning commencing on January 22October 1, 20112021, and the “2024 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 15 and July 7September 15, respectively, whether or not a Business Day. For the 2025 Notes, the dates on which such interest shall be payable (each, a “2025 Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on October 1, 2021, and the “2025 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2027 Notes, the dates on which such interest shall be payable (each, a “2027 Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on October 1, 2021, and the “2027 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2029 Notes, the dates on which such interest shall be payable (each, a “2029 Interest Payment Date” and together with the 2024 Interest Payment Date, the 2025 Interest Payment Date and the 2027 Interest Payment Date, an “Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on October 1, 2021, and the “2029 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the applicable Regular Record Date, provided, however, interest payable on the Stated Maturity of any series of the Notes will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity of the applicable series of Notes is not a Business Day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title The titles of the Initial 2003 Notes and the Exchange 2003 Notes shall be “4.45the "7.10% Senior Notes Due 2020”due 2003" and the "7.10% Senior Notes due 2003, Series B", respectively. The changes, modifications titles of the Initial 2008 Notes and supplements to the Base Indenture effected by this Supplemental Indenture Exchange 2008 Notes shall be applicable only with respect tothe "7.45% Senior Notes due 2008" and the "7.45% Senior Notes due 2008, and govern the terms ofSeries B", the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) respectively. The aggregate principal amount of Notes Securities that initially may be authenticated and delivered under this Supplemental Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107) shall be limited to $600,000,000 (160,000,000 in the “Initial case of the 2003 Notes and $240,000,000 in the case of the 2008 Notes”), subject to increase as set forth in Section 3.04.
(c) . The final Stated Maturity of the 2003 Notes shall be July 22March 4, 2020. The 2003, and the final Stated Maturity of the 2008 Notes shall be payable and may be presented for paymentMarch 4, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) 2008. The 2003 Notes shall bear interest at the rate of 4.457.10% per annum annum, and the 2008 Notes shall bear interest at the rate of 7.45% per annum, in each case from and including July 22March 4, 2010, 1998 or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, as further provided in the form of Note Security annexed hereto as Exhibit A. The Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates Payment Dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 4 and July 22 September 4 of each year, beginning on January 22, 2011, and the “Regular Record Date” Dates for any interest payable on each such Interest Payment Date shall be the close of business immediately preceding February 19 and August 19, respectively. The principal of, and premium, if any, and interest on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will Securities shall be payable to at the Holder office or agency of record on the Regular Record DateCompany maintained for that purpose in the Borough of Manhattan, The City of New York, provided, however, interest payable on that at the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity option of the Notes is not a Business Day, then the related Company payment of interest on a Security may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a Change of Control Triggering Event, each Holder of Securities will have the right to require that Company purchase all or principal payableany part (equal to $1,000 or an integral multiple thereof) of the Securities held by such Holder, as applicable, on such date further provided in Section 1012. The Securities will be paid on redeemable at the next succeeding Business Day with option of the same force and effect Company as if made on such Interest Payment Date or Stated Maturity and no further interest provided in Article Eleven. The Securities will accrue as not be entitled to the benefit of a result of such delay.
(f) sinking fund. The Notes will Securities shall be issued substantially in the form of one or more Global SecuritiesExhibit A to this Indenture, duly executed by the Company and authenticated by the Trustee as further provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeArticle Two.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a three series of Securities under the Base Indenture: the title of the Floating Rate Notes shall be “4.45Floating Rate Senior Notes due 2027”, the title of the 2027 Fixed Rate Notes shall be “2.450% Senior Notes Due 20202027” and the title of the 2032 Fixed Rate Notes shall be “2.900% Senior Notes Due 2032”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Floating Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (500,000,000, the “Initial Notes”)aggregate principal amount of 2027 Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $1,500,000,000, and the aggregate principal amount of 2032 Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $1,000,000,000, each subject to increase as set forth in Section 3.043.06 of this Supplemental Indenture.
(c) The Stated Maturity of the Floating Rate Notes shall be July 22March 3, 20202027, the Stated Maturity of the 2027 Fixed Rate Notes shall be March 3, 2027 and the Stated Maturity of the 2032 Fixed Rate Notes shall be March 3, 2032. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Floating Rate Notes shall bear interest for each Floating Rate Interest Period at a rate per annum equal to Compounded SOFR on the Interest Payment Determination Date for that Floating Rate Interest Period plus 1.05%, all as determined by the Calculation Agent, as further provided in this Supplemental Indenture. Interest on the Floating Rate Notes will be computed on the basis of the actual number of days in each Floating Rate Interest Period and a 360-day year. The 2027 Fixed Rate Notes shall bear interest at the rate of 4.452.450% per annum from and including July 22March 3, 20102022, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note 2027 Fixed Rate Notes annexed hereto as Exhibit A. B. The 2032 Fixed Rate Notes shall bear interest at the rate of 2.900% per annum from and including March 3, 2022, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2032 Fixed Rate Notes annexed hereto as Exhibit C. Interest on the Fixed Rate Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The For the Floating Rate Notes, the dates on which such interest shall be payable (each, an a “Floating Rate Interest Payment Date”) shall be January 22 March 3, June 3, September 3 and July 22 December 3 of each year, beginning commencing on January 22June 3, 20112022, and the “Floating Rate Regular Record Date” for any interest payable on each such Floating Rate Interest Payment date shall be the close of business on the immediately preceding February 16, May 19, August 19 and November 18, respectively, whether or not a Business Day. For the 2027 Fixed Rate Notes, the dates on which such interest shall be payable (each, a “2027 Interest Payment Date”) shall be March 3 and September 3 of each year, commencing on September 3, 2022, and the “2027 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 16 and July 7August 19, respectively, whether or not a Business Day. For the 2032 Fixed Rate Notes, the dates on which such interest shall be payable (each, a “2032 Interest Payment Date” and together with the Floating Rate Interest Payment Date and the 2027 Interest Payment Date, an “Interest Payment Date”) shall be March 3 and September 3 of each year, commencing on September 3, 2022, and the “2032 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding February 16 and August 19, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the applicable Regular Record Date, provided, however, interest payable on the Stated Maturity of any series of the Notes will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity of the applicable series of Notes is not a Business Day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 3.02 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
(i) With respect to the Floating Rate Notes and notwithstanding anything to the contrary in this Supplemental Indenture or the Floating Rate Notes, if the Company or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then Section 3.05 of this Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the Floating Rate Notes. For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each Floating Rate Interest Period will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin.
(h) DenominationsThe Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and any multiple of $1,000 in excess thereof.
Appears in 1 contract
Samples: Twentieth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.452.150% Senior Notes Due 2020”. 2030.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $1,100,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 2215, 20202030. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.452.150% per annum from and including July June 22, 20102020, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 15 and July 22 15 of each year, beginning on January 2215, 20112021, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and 1 or July 71, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a two series of Securities under the Base Indenture: the title of the 2029 Notes shall be “4.455.643% Fixed-to-Floating Rate Senior Notes Due 2020due 2029” and the title of the 2034 Notes shall be “5.853% Fixed-to-Floating Rate Senior Notes due 2034”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2029 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (1,200,000,000, and the “Initial Notes”)aggregate principal amount of 2034 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $1,300,000,000, each subject to increase as set forth in Section 3.043.06 of this Supplemental Indenture.
(c) The Stated Maturity Date of the 2029 Notes shall be July 22May 19, 20202029 and the Stated Maturity Date of the 2034 Notes shall be May 19, 2034. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The amount of accrued interest during the Floating Rate Period will be computed by multiplying (i) the outstanding principal amount of the applicable series of Notes shall by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period multiplied by (b) the quotient of the actual number of calendar days in the applicable Floating Rate Interest Period (or any other relevant period) divided by 360. The interest rate on the Notes will in no event be lower than zero.
(e) The 2029 Notes will bear interest from and including May 19, 2023 to but excluding May 19, 2028 (the “2029 Notes Interest Reset Date”) at the annual rate of 5.643% (the “2029 Notes Fixed Rate Period”). The Company will pay interest on the 2029 Notes semi-annually with respect to the 2029 Notes Fixed Rate Period in arrears on each May 19 and November 19 (each, a “2029 Notes Fixed Rate Interest Payment Date”). The Company will make the first interest payment on November 19, 2023 and the final fixed rate interest payment on May 19, 2028.
(f) During each 2029 Notes Floating Rate Interest Period, the 2029 Notes will bear interest at the a rate of 4.45% per annum from and including July 22equal to compounded SOFR on the Interest Payment Determination Date for that interest period plus 2.210%, 2010, or from all as determined by the most recent date to which interest has been paid or duly provided for, Calculation Agent as further provided in this Supplemental Indenture and in the form of Note the 2029 Notes annexed hereto as Exhibit A. Interest shall be computed During the 2029 Notes Floating Rate Period, the Company will pay interest on the basis of a 360-day year composed of twelve 30-day months. The dates 2029 Notes quarterly in arrears on which such August 19, 2028, November 19, 2028, and February 19, 2029; provided that the final interest shall payment will be payable made on the 2029 Notes Stated Maturity Date (each, an a “2029 Notes Floating Rate Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable).
(eg) The 2034 Notes will bear interest from and including May 19, 2023 to but excluding May 19, 2033 (the “2034 Notes Interest Reset Date”) at the annual rate of 5.853% (the “2034 Notes Fixed Rate Period”). The Company will pay interest on the 2034 Notes semi-annually with respect to the 2034 Notes Fixed Rate Period in arrears on each May 19 and November 19 (each, a “2034 Notes Fixed Rate Interest Payment Date”). The Company will make the first interest payment on November 19, 2023 and the final fixed rate interest payment on May 19, 2033.
(h) During each 2034 Notes Floating Rate Interest Period, the 2034 Notes will bear interest at a rate per annum equal to compounded SOFR on the Interest Payment Determination Date for that interest period plus 2.500%, all as determined by the Calculation Agent as further provided in this Supplemental Indenture and in the form of the 2034 Notes annexed hereto as Exhibit B. During the 2034 Notes Floating Rate Period, the Company will pay interest on the 2029 Notes quarterly in arrears on August 19, 2033, November 19, 2033, and February 19, 2034; provided that the final interest payment will be made on the 2034 Notes Stated Maturity Date (each, a “2034 Notes Floating Rate Interest Payment Date”, and together with the 2029 Notes Floating Rate Interest Payment Date, the “Floating Rate Interest Payment Dates”).
(i) If any Interest Payment Date Date, redemption date or the Stated Maturity Date of the applicable series of Notes is not a Business Daybusiness day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on postponed to the next succeeding Business Day business day with the same force and effect as if made on such Interest Payment Date Date, redemption date or Stated Maturity Date, and no further interest will accrue as a result of such delaypostponement.
(fj) The Company will pay interest to the person in whose name the Note is registered at the close of business on the fifteenth calendar day (whether or not a business day) immediately preceding the related interest payment date, except that the Company will pay interest on the respective maturity dates or, if the Notes are redeemed, the respective redemption date, to the person or persons to whom principal is payable (each, a “Regular Record Date”). During the Fixed Rate Period, each Regular Record Date will be May 4 and November 4, and during the Floating Rate Period, each Regular Record Date will be August 4, November 4, February 4 and May 4.
(k) Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 3.02 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(gl) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
(m) With respect to the respective series of Notes and notwithstanding anything to the contrary in this Supplemental Indenture or the Notes, if the Company or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining compounded SOFR, then Section 3.05 of this Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the respective series of Notes. For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each Floating Rate Interest Period will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin.
Appears in 1 contract
Samples: Twenty Second Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a two series of Securities under the Base Indenture: the title of the 2015 Notes shall be “4.456% Senior Notes Due 2020”. 2015” and the title of the 2019 Notes shall be “7% Senior Notes Due 2019.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2015 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2015 Notes”) shall be limited to $600,000,000 250,000,000, and the aggregate principal amount of 2019 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2019 Notes” and together with the Initial 2015 Notes, the “Initial Notes”)) shall be limited to $250,000,000 subject, subject in each case, to increase as set forth in Section 3.043.05.
(c) The Stated Maturity of the 2015 Notes shall be July 22June 1, 20202015, and the Stated Maturity of the 2019 Notes shall be June 1, 2019. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in Minneapolis, Minnesota, which shall initially be the office or agency of the Trustee.
(d) The 2015 Notes shall bear interest at the rate of 4.456% per annum annum, and the 2019 Notes shall bear interest at the rate of 7% per annum, in each case from and including July 22May 21, 2010, 2009 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. A-1 and Exhibit A-2, respectively. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 June 1 and July 22 December 1 of each year, beginning on January 22December 1, 20112009, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 15 and July 7November 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(fe) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.453.650% Senior Notes Due 2020”. 2033.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is €600,000,000. The Issuer shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN and/or Common Code numbers, as applicable. With respect to any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the ISIN and/or Common Code number(s), as applicable, of such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $600,000,000 (the deemed replaced by “Initial Notes”)ISIN” and/or “Common Code” numbers, subject to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the Notes shall be July 22September 3, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office2033.
(d) The Notes shall bear interest at the rate of 4.453.650% per annum from and including July 22September 3, 20102024, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or September 3, 2024 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The dates date on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 September 3 of each year, beginning on January 22September 3, 20112025, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, August 19 (whether or not such date is a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable).
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(gf) InitiallyNo service charge will be made for any registration of a transfer, exchange or redemption of the Trustee will act as Paying Agent. The Company Notes, but the Obligors may change require payment of a sum sufficient to cover any Paying Agent without notice to the Holderstransfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.454.625% Senior Notes Due 2020”. 2023.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities notes specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Notes within the meaning of the Base Indenture (the “Original Notes”) shall be limited to $600,000,000 (the “Initial Notes”), 460,000,000 subject to increase as set forth in Section 3.042.12 of the Base Indenture.
(c) The Stated Maturity of the Notes shall be July 22September 15, 20202023. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York.
(d) The Notes shall bear interest at the rate of 4.454.625% per annum from and including July 22March 5, 2010, 2015 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 15 and July 22 September 15 of each year, beginning on January 22September 15, 20112015, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 1 and July 7September 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.03 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Third Supplemental Indenture (E TRADE FINANCIAL Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.452.900% Senior Notes Due 2020”. due 2025.” The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Board Resolution with respect to such other series of Securities or Officer’s Certificate establishing such series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)500,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes Notes, on which principal thereof is due and payable, shall be July 22June 25, 20202025. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The Notes shall bear interest at the rate of 4.452.900% per annum from and including July 22beginning on November 25, 2010, 2019 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 25 and July 22 December 25 of each year, beginning on January 22June 25, 20112020, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 June 10 and July 7December 10, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Note that is a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Las Vegas Sands Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.455.375% Senior Notes Due 2020”. 2022.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $750,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.05 and Section 4.09 of this Supplemental Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided, that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22January 1, 20202022. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.455.375% per annum from and including July 22November 20, 2010, 2014 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-360- day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 1 and July 22 1 of each year, beginning on January 22July 1, 20112015, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 December 15 and July 7June 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a two series of Securities under the Base Indenture: the title of the Fixed-to-Floating Rate Notes shall be “4.456.136% Fixed-to-Floating Rate Senior Notes due 2034” and the title of the Fixed Rate Notes shall be “5.875% Senior Notes Due 2020”. due 2026.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Fixed-to-Floating Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (1,350,000,000 and the “Initial Notes”)aggregate principal amount of Fixed Rate Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $1,000,000,000, each subject to increase as set forth in Section 3.043.06 of this Supplemental Indenture.
(c) The Stated Maturity Date of the Fixed-to-Floating Rate Notes shall be July 22August 24, 20202034 and the Stated Maturity Date of the Fixed Rate Notes shall be August 24, 2026 (each a “Stated Maturity Date”). The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The amount of accrued interest during the Floating Rate Period will be computed by multiplying (i) the outstanding principal amount of the Fixed-to-Floating Rate Notes, as applicable, by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period multiplied by (b) the quotient of the actual number of calendar days in the applicable Floating Rate Interest Period (or any other relevant period) divided by 360. The interest rate on the Fixed-to-Floating Rate Notes shall will in no event be lower than zero.
(e) The Fixed-to-Floating Rate Notes will bear interest from and including August 24, 2023 to but excluding August 24, 2033 (the “Fixed-to-Floating Rate Notes Interest Reset Date”) at the annual rate of 6.136% (the “Fixed-to-Floating Rate Notes Fixed Rate Period”). The Company will pay interest on the Fixed-to-Floating Rate Notes semi- annually with respect to the Fixed-to-Floating Rate Notes Fixed Rate Period in arrears on each February 24 and August 24 (each, a “Fixed-to-Floating Rate Notes Fixed Rate Interest Payment Date”). The Company will make the first interest payment on February 24, 2024 and the final fixed rate interest payment on August 24, 2033.
(f) During each Floating Rate Interest Period, the Fixed-to-Floating Rate Notes will bear interest at the a rate of 4.45% per annum from and including July 22equal to compounded SOFR on the Interest Payment Determination Date for that interest period plus 2.010%, 2010, or from all as determined by the most recent date to which interest has been paid or duly provided for, Calculation Agent as further provided in this Supplemental Indenture and in the form of Note the Fixed-to-Floating Rate Notes annexed hereto as Exhibit A. Interest shall be computed During the Floating Rate Period, the Company will pay interest on the basis of a 360Fixed-day year composed of twelve 30to-day months. The dates Floating Rate Notes quarterly in arrears on which such November 24, 2033, February 24, 2034, and May 24, 2034; provided that the final interest shall payment will be payable made on the Fixed-to-Floating Rate Notes Stated Maturity Date (each, an a “Fixed-to-Floating Rate Notes Floating Rate Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable).
(eg) The Fixed Rate Notes will bear interest at the annual rate of 5.875%. The Company will pay interest on the Fixed Rate Notes semi-annually in arrears on each February 24 and August 24 (each, a “Fixed Rate Notes Interest Payment Date”). The Company will make the first interest payment on February 24, 2024 and the final interest payment on August 24, 2026.
(h) If any Interest Payment Date Date, redemption date or the Stated Maturity Date of the applicable series of Notes is not a Business Daybusiness day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on postponed to the next succeeding Business Day business day with the same force and effect as if made on such Interest Payment Date Date, redemption date or Stated Maturity Date, and no further interest will accrue as a result of such delaypostponement.
(fi) The Company will pay interest to the person in whose name the Note is registered at the close of business on the fifteenth calendar day (whether or not a business day) immediately preceding the related interest payment date, except that the Company will pay interest on the respective maturity dates or, if the Notes are redeemed, the respective redemption date, to the person or persons to whom principal is payable (each, a “Regular Record Date”). During the Fixed-to-Floating Rate Notes Fixed Rate Period and for the Fixed Rate Notes, each Regular Record Date will be February 9 and August 9, and during the Floating Rate Period, each Regular Record Date will be November 9, 2033, February 9, 2034, May 9, 2034 and August 9, 2034.
(j) Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 3.02 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(gk) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
(l) With respect to the respective series of Notes and notwithstanding anything to the contrary in this Supplemental Indenture or the Notes, if the Company or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining compounded SOFR, then Section 3.05 of this Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the respective series of Notes. For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for the Floating Rate Interest Period will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin.
Appears in 1 contract
Samples: Twenty Third Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is are hereby created and designated a two series of Securities under the Base Indenture: the title of the 2023 Notes shall be “4.452.650% Senior Notes Due 20202023” and the title of the 2028 Notes shall be “3.200% Senior Notes Due 2028”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2023 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (800,000,000 and the “Initial Notes”)aggregate principal amount of 2028 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $700,000,000, each subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the 2023 Notes shall be July 22January 25, 20202023 and the Stated Maturity of the 2028 Notes shall be January 25, 2028. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The 2023 Notes shall bear interest at the rate of 4.452.650% per annum from and including July 22December 7, 20102017, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note 2023 Notes annexed hereto as Exhibit A. The 2028 Notes shall bear interest at the rate of 3.200% per annum from and including December 7, 2017, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2028 Notes annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 25 and July 22 25 of each year, beginning commencing on January 22July 25, 20112018, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 10 and July 710, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.453.500% Senior Notes Due 2020”. due 2026.” The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Board Resolution with respect to such other series of Securities or Officer’s Certificate establishing such series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Second Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)1,000,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes Notes, on which principal thereof is due and payable, shall be July 22August 18, 20202026. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The Notes shall bear interest at the rate of 4.453.500% per annum from and including beginning on July 2231, 2010, 2019 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 18 and July 22 August 18 of each year, beginning on January 22February 18, 20112020, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 3 and July 7August 3, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Note that is a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Second Supplemental Indenture (Las Vegas Sands Corp)
Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.452.20% Senior Notes Due 20202018”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 275,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 2225, 20202018. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.452.20% per annum from and including July 2225, 20102013, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 25 and July 22 25 of each year, beginning commencing on January 2225, 20112014, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 10 and July 710, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series two Series of Securities under the Base Indenture: the title of the 2021 Notes shall be “4.453.700% Senior Notes Due 2020”. due 2021,” and the title of the 2026 Notes shall be “4.800% Senior Notes due 2026.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2021 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2021 Notes”) shall be limited to $600,000,000 600,000,000, and the aggregate principal amount of 2026 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2026 Notes” and, together with the Initial 2021 Notes, the “Initial Notes”)) shall be limited to $400,000,000, subject subject, in each case, to increase as set forth in Section 3.043.04 of this First Supplemental Indenture.
(c) The Stated Maturity of the 2021 Notes shall be July 22March 1, 20202021 and the Stated Maturity of the 2026 Notes shall be March 1, 2026. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The 2021 Notes shall bear interest at the rate of 4.453.700% per annum from and including July 22the 2026 Notes shall bear interest at the rate of 4.800% per annum, 2010in each case beginning on February 24, 2016 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of 2021 Note annexed hereto as Exhibit A. A and form of 2026 Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 March 1 and July 22 September 1 of each year, beginning on January 22September 1, 20112016, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 15 and July 7August 15, respectively, whether or not a Business Day. Interest will ; provided that upon the Stated Maturity of each Series of Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of each Series of Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding February 15. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will of each Series shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes of a Series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such Series in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes of such Series, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: First Supplemental Indenture (Electronic Arts Inc.)
Amount; Series; Terms. (a) There is hereby created and designated a series Series of Securities under the Base Indenture: the title of the Notes shall be “4.454.000% Senior Notes Due 2020”. due 2032.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $500,000,000, subject to increase increases as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22April 14, 20202032. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.454.000% per annum accruing from and including July 22April 14, 2010, 2022 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 April 14 and July 22 October 14 of each year, beginning on January 22October 14, 20112022, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 30 and July 7September 29, respectively; provided that upon the Stated Maturity of the Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding March 30. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Take Two Interactive Software Inc)
Amount; Series; Terms. (a) There is hereby created and designated a series Series of Securities under the Base Indenture: the title of the Notes shall be “4.453.300% Senior Notes Due 2020”. due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $1,000,000,000, subject to increase increases as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22March 28, 20202024. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.453.300% per annum accruing from and including July 22April 14, 2010, 2022 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 March 28 and July 22 September 28 of each year, beginning on January 22September 28, 20112022, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 13 and July 7September 13, respectively; provided that upon the Stated Maturity of the Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding March 13. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: First Supplemental Indenture (Take Two Interactive Software Inc)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.451.000% Senior Notes Due 2020”. 2033.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is €600,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the ISIN or Common Code number of such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $600,000,000 (the deemed replaced by “Initial Notes”)ISIN” or “Common Code” numbers, subject to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the Notes shall be July 22March 15, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office2033.
(d) The Notes shall bear interest at the rate of 4.451.000% per annum from and including July 22March 10, 20102021, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 10, 2021 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The dates date on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 March 15 of each year, beginning on January 22March 15, 20112022, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, March 1 (whether or not such date is a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable).
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(gf) InitiallyNo service charge will be made for any registration of a transfer, exchange or redemption of the Trustee will act as Paying Agent. The Notes, but the Company may change require payment of a sum sufficient to cover any Paying Agent without notice to the Holderstransfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated a two series of Securities under the Base Indenture: the title of the 2025 Notes shall be “4.451.200% Senior Notes Due 2020”. due 2025,” and the title of the 2030 Notes shall be “2.000% Senior Notes due 2030.” The changes, modifications and supplements to the Base Indenture effected by this Seventh Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this Seventh Supplemental Indenture (the “Initial 2025 Notes”) shall be limited to $600,000,000 400,000,000, and the aggregate principal amount of 2030 Notes that initially may be authenticated and delivered under this Seventh Supplemental Indenture (the “Initial 2030 Notes” and, together with the Initial 2025 Notes, the “Initial Notes”)) shall be limited to $400,000,000, subject subject, in each case, to increase as set forth in Section 3.043.04 hereof.
(c) The Stated Maturity of the Notes shall be July 22, 2020. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee.
(d) The 2025 Notes shall bear interest at the rate of 4.451.200% per annum from annum, and including July 22the 2030 Notes shall bear interest at the rate of 2.000% per annum, 2010in each case beginning on December 10, 2020 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note annexed hereto as Exhibit A. A-1 and Exhibit A-2. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 10 and July 22 December 10 of each year, beginning on January 22June 10, 20112021, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 27 and July 7November 26, respectively, whether or not ; provided that upon the Stated Maturity of a Business Day. Interest will series of Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular Record DateDate for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of a series of Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding November 26. If any Interest Payment Date or the Date, Stated Maturity or other payment date with respect to a series of the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes of each series will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Juniper Networks Inc)
Amount; Series; Terms. (a) There is hereby created and designated a series of Securities under the Base Indenture: the title of the Notes shall be “4.454.950% Senior Notes Due 20202014”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 750,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes shall be July 22June 1, 20202014. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.454.950% per annum from and including July 22June 5, 20102009, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 June 1 and July 22 December 1 of each year, beginning on January 22December 1, 20112009, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 15 and July 7November 15, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.452.700% Senior Notes Due 2020”. due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $600,000,000, subject to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes shall be July 22June 17, 20202024. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in Minneapolis, Minnesota, which shall initially be the office or agency of the Trustee.
(d) The Notes shall bear interest at the rate of 4.452.700% per annum from and including July 22beginning on June 16, 2010, 2017 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 June 17 and July 22 December 17 of each year, beginning on January 22December 17, 20112017, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 June 1 and July 7December 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(gf) InitiallyThe Company shall pay the principal of any Definitive Notes at the Office or Agency designated by the Company for that purpose under the Indenture. Interest on any Definitive Notes shall be payable, at the Company’s Option (i) by check mailed to the Holders of such Notes at their address in the Security Register and (ii) upon application to the Registrar, not later than the relevant Regular Record Date, by a Holder having an aggregate principal amount of Definitive Notes of at least $1,000,000, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until that Holder notifies, in writing, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice Registrar to the Holderscontrary.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a single series of Securities under the Base Indenture: the title of the Notes shall be “4.454.500% Senior Notes Due 2020”. due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Second Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $350,000,000, subject to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes shall be July 22March 15, 20202024. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee.
(d) The Notes shall bear interest at the rate of 4.454.500% per annum from and including July 22beginning on March 4, 2010, 2014 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 March 15 and July 22 September 15 of each year, beginning on January 22September 15, 20112014, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 1 and July 7September 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Second Supplemental Indenture (Juniper Networks Inc)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.452.625% Senior Notes Due 2020”. 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $1,000,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22November 18, 20202024. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.452.625% per annum from and including July 22November 18, 20102019, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 May 18 and July 22 November 18 of each year, beginning on January 22May 18, 20112020, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7May 4 or November 4, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is The Notes are hereby created and designated as a series of Securities under the Base Indenture: the title of the Notes shall be “4.453.800% Senior Notes Due 2020”. 2027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Securities within the meaning of the Base Indenture (the “Original Notes”) shall be limited to $600,000,000 (the “Initial Notes”), 400,000,000 subject to increase as set forth in Section 3.042.12 of the Base Indenture.
(c) The Stated Maturity of the Notes shall be July 22August 24, 20202027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York.
(d) The Notes shall bear interest at the rate of 4.453.800% per annum from and including July 22August 24, 2010, 2017 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Security annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 February 24 and July 22 August 24 of each year, beginning on January 22February 24, 20112018, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 9 and July 7August 9, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.03 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Second Supplemental Indenture (E Trade Financial Corp)
Amount; Series; Terms. (a) There is The Notes are hereby created and designated as a series of Securities under the Base Indenture: the title of the Notes shall be “4.454.500% Senior Notes Due 2020”. 2028.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture as Original Securities within the meaning of the Base Indenture (the “Original Notes”) shall be limited to $600,000,000 (the “Initial Notes”), 420,000,000 subject to increase as set forth in Section 3.042.12 of the Base Indenture.
(c) The Stated Maturity of the Notes shall be July 22June 20, 20202028. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York.
(d) The Notes shall bear interest at the rate of 4.454.500% per annum from and including July 22June 20, 2010, 2018 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Security annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 June 20 and July 22 December 20 of each year, beginning on January 22December 20, 20112018, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 June 5 and July 7December 5, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and 2.03 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Third Supplemental Indenture (E Trade Financial Corp)
Amount; Series; Terms. (a) There is hereby created and designated a series Series of Securities under the Base Indenture: the title of the Notes shall be “4.454.950% Senior Notes Due 2020”. due 2028.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $500,000,000, subject to increase increases as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22March 28, 20202028. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.454.950% per annum accruing from and including July 22April 14, 2010, 2023 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 March 28 and July 22 September 28 of each year, beginning on January 22September 28, 20112023, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 13 and July 7September 13, respectively; provided that upon the Stated Maturity of the Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding March 13. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Senior Notes Indenture (Take Two Interactive Software Inc)
Amount; Series; Terms. (a) There is are hereby created and designated a new series of Securities under the Base Indenture: the title of the Notes shall be “4.451.950% Senior Notes Due 20202031”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of the Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)850,000,000, subject to increase as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22December 1, 20202031. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.451.950% per annum from and including July 22August 26, 20102021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The For the Notes, the dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 June 1 and July 22 December 1 of each year, beginning commencing on January 22December 1, 20112021, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 16 and July 7November 16, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity of the Notes will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Eighteenth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.455.375% Senior Notes Due 2020”. 2027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $1,250,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.05 and Section 4.09 of this Supplemental Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided, that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22May 15, 20202027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.455.375% per annum from and including July March 22, 2010, 2017 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 May 15 and July 22 November 15 of each year, beginning on January 22May 15, 20112017, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 May 1 and July 7November 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.453.200% Senior Notes Due 2020”. 2029.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is $1,200,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be limited to $600,000,000 (the “Initial Notes”), subject to increase as set forth in Section 3.04accrue.
(c) The Stated Maturity of the Notes shall be July 22November 18, 20202029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in the United States, which shall initially be the office or agency of the Trustee in the United States.
(d) The Notes shall bear interest at the rate of 4.453.200% per annum from and including July 22November 18, 20102019, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 May 18 and July 22 November 18 of each year, beginning on January 22May 18, 20112020, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7May 4 or November 4, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series two Series of Securities under the Base Indenture: the title of the 2026 Notes shall be “4.451.650% Senior Notes Due 2020”. due 2026” and the title of the 2031 Notes shall be “2.650% Notes due 2031.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Authorizing Resolution with respect to such other series Series of Securities or Officer’s Certificate establishing such Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2026 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2026 Notes”) shall be limited to $600,000,000 400,000,000, and the aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes,” and together with the Initial 2026 Notes, the “Initial Notes”)) shall be limited to $400,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes 2026 Notes, on which principal thereof is due and payable, shall be July 2215, 20202026 and the Stated Maturity of the 2031 Notes, on which principal thereof is due and payable, shall be July 15, 2031. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The 2026 Notes shall bear accrue interest at the rate of 4.451.650% per annum from year and including the 2031 Notes shall accrue interest at the rate of 2.650% per year, in each case beginning on July 222, 2010, 2021 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Note Notes annexed hereto as Exhibit A. A-1 or Exhibit A-2. Interest on the Notes shall be computed on the basis of a 360-day year composed comprised of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) Dates for the Notes shall be January 22 15 and July 22 15 of each year, beginning on January 2215, 20112022, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 December 31 and July 7June 30, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes of each Series will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as Notes Custodian, or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Note registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Note. If the Notes are no longer represented by a Global Note, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby The Second Supplemental Indenture has previously created and designated a series of Securities under the Base Indenture: Indenture titled the title of the “4.500% Senior Notes due 2024.” The Initial Reopened Notes shall be “4.45consolidated, form a single series and be fully fungible with such 4.500% Senior Notes Due 2020”due 2024. The Initial Reopened Notes shall also constitute Additional Notes with respect to the Initial 2024 Notes issued under the Second Supplemental Indenture. Unless otherwise specified herein, the provisions of the Second Supplemental Indenture applicable to 2024 Notes issued thereunder shall apply to the 2024 Notes issued under this Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the 2024 Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2024 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial Reopened Notes”) shall be limited to $600,000,000 (the “Initial Notes”)150,000,000, subject subject, in each case, to increase as set forth in Section 3.043.04 of the Second Supplemental Indenture.
(c) The Stated Maturity of the 2024 Notes shall be July 22March 15, 20202024. The 2024 Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Officeoffice of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee.
(d) The 2024 Notes shall bear interest at the rate of 4.454.500% per annum from and including July 22, 2010, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form Form of Note annexed hereto as Exhibit A. Note. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the 2024 Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 March 15 and July 22 September 15 of each year, beginning on January 22March 15, 20112016, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 1 and July 7September 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the 2024 Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Initial Reopened Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 3.01 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeSecond Supplemental Indenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Juniper Networks Inc)
Amount; Series; Terms. (a) There is The Notes are hereby created and designated as a series of Securities under the Base Indenture: the title of the Notes shall be “4.456.250% Senior Secured Notes Due 2020”. due 2068.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
. Upon receipt of a written order of the Issuer, the Trustee shall authenticate (bi) The 6.250% Senior Secured Notes due 2068 for original issue on the Issue Date in the aggregate principal amount not to exceed $435,000,000 and (ii) subject to Section 4.06 (unless terminated pursuant to Section 4.21) and Section 4.10, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officer’s Certificate of the Issuer. The Officer’s Certificate shall specify the amount of the Notes that initially may to be authenticated authenticated, the date on which the Notes are to be authenticated, and delivered under this Supplemental Indenture the names and delivery instructions for each Holder. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer. Any Additional Notes shall be limited part of the same issue as the Notes being issued on the date hereof and shall vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and offers to $600,000,000 (purchase. For the “Initial purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes”), subject to increase as set forth in Section 3.04.
(c) if any. The Stated Maturity of the Notes shall be July 22November 26, 20202068. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office.
(d) office of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office or agency of the Trustee in the Borough of Manhattan, The City of New York. The Notes shall bear interest at the rate of 4.456.250% per annum from and including July 22November 26, 2010, 2019 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 of each year, beginning on January 22, 2011, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nominee.
(g) Initially, duly executed by the Issuer and authenticated by the Trustee will act as Paying Agentprovided in Section 2.04 of the Base Indenture. The Company may change any Paying Agent without notice to the Holdersinitial Depositary shall be The Depository Trust Company.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.452.875% Senior Notes Due 2020”. 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is €750,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the ISIN or Common Code number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue. References to “CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $600,000,000 (the deemed replaced by “Initial Notes”)ISIN” or “Common Code” numbers, subject to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the Notes shall be July 22March 15, 2020. The Notes shall be payable and may be presented for payment2024, redemption, registration of transfer and exchange, without service charge, at unless earlier redeemed or repurchased in accordance with the Corporate Trust OfficeIndenture.
(d) The Notes shall bear interest at the rate of 4.452.875% per annum from and including July 22March 14, 20102018, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 March 15 and July 22 September 15 of each year, beginning on January 22September 15, 20112018, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7March 1 or September 1, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable.
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated a series Series of Securities under the Base Indenture: the title of the Notes shall be “4.455.000% Senior Notes Due 2020”. due 2026.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)) shall be limited to $500,000,000, subject to increase increases as set forth in Section 3.043.04 of this Supplemental Indenture.
(c) The Stated Maturity of the Notes shall be July 22March 28, 20202026. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The Notes shall bear interest at the rate of 4.455.000% per annum accruing from and including July 22April 14, 2010, 2023 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 March 28 and July 22 September 28 of each year, beginning on January 22September 28, 20112023, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 March 13 and July 7September 13, respectively; provided that upon the Stated Maturity of the Notes, whether or not a Business Day. Interest will interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, the Regular “Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of the Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding March 13. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depository or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary Depository or its nominee shall be made in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $5,000,000 principal amount of Notes, wire transfer to an account located in the United States of America maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Take Two Interactive Software Inc)
Amount; Series; Terms. (a) There is are hereby created and designated a two separate series of Securities under the Base Indenture: (1) the title of the Notes shall be “4.451.300% Senior Notes Due 2020due 2025” and (2) the “2.150% Senior Notes due 2030”. The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes each series of Notes, as applicable, and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2025 Notes”) shall be limited to $600,000,000 (the “Initial Notes”)400,000,000, subject to increase as set forth in Section 3.04304 of this First Supplemental Indenture. The aggregate principal amount of 2030 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2030 Notes” and, together with the Initial 2030 Notes, the “Initial Notes”) shall be limited to $500,000,000, subject to increase as set forth in Section 304 of this First Supplemental Indenture.
(c) The Stated Maturity of the 2025 Notes shall be July 22August 15, 20202025. The Stated Maturity of the 2030 Notes shall be August 15, 2030. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service chargecharge (subject to Section 305 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office. Notices and demands to or upon the Company in respect of the Notes may be served at the Corporate Trust Office.
(d) The 2025 Notes shall bear interest at the rate of 4.451.300% per annum from and including July 22beginning on August 3, 2010, 2020 or from the most recent date Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of 2025 Note annexed hereto as Exhibit A. The 2030 Notes shall bear interest at the rate of 2.150% per annum beginning on August 3, 2020 or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of 2030 Note annexed hereto as Exhibit B. Interest for each series of Notes shall be computed on the basis of a 360-day year composed consisting of twelve 30-day months. The dates on which such interest Interest Payment Dates for each series of Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 15 and July 22 August 15 of each year, beginning on January 22February 15, 20112021, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 February 1 and July 7August 1, respectively, whether or not ; provided that upon the Stated Maturity of a Business Day. Interest will series of Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the Holder required payment of record on principal or premium, if any; and provided further, that the “Regular Record Date” for any interest, providedprincipal, howeveror premium, interest if any, payable on the Stated Maturity will of a series of Notes shall be paid to the person to whom the principal will be payable.
(e) immediately preceding August 1. If any Interest Payment Date or the Date, Stated Maturity or other payment date with respect to a series of the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on with respect to such date will series of Notes shall be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date or Date, Stated Maturity and no further interest will accrue or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Each of the 2025 Notes will and the 2030 Notes shall be issued in the form of one or more Global Securities, deposited with the Depositary Custodian or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 303 of this First Supplemental Indenture and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If the applicable series of Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Securities may, at the Company’s option, be made by (i) check mailed directly to Holders of such series of Notes at their registered addresses or (ii) upon written request of any Holder of at least $5,000,000 principal amount of such series of Notes, wire transfer to an account located in the United States of America maintained by the payee (provided that such request contains the requisite information to make such wire transfer).
(g) Initially, The purchase price at which the Trustee will act as Paying Agent2025 Notes were sold to the public on the date hereof was 99.694% of the aggregate principal amount of the 2025 Notes. The Company may change any Paying Agent without notice purchase price at which the 2030 Notes were sold to the Holderspublic on the date hereof was 99.722% of the aggregate principal amount of the 2030 Notes.
Appears in 1 contract
Samples: First Supplemental Indenture (Reliance Steel & Aluminum Co)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities under the Base Indenture: the title of the Notes shall be “4.453.900% Senior Notes Due 2020”. due 2029.” The changes, modifications and supplements to the Base Indenture effected by this Third Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Board Resolution with respect to such other series of Securities or Officer’s Certificate establishing such series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Third Supplemental Indenture shall be limited to $600,000,000 (the “Initial Notes”)750,000,000, subject subject, in each case, to increase as set forth in Section 3.04.
(c) The Stated Maturity of the Notes Notes, on which principal thereof is due and payable, shall be July 22August 8, 20202029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchangeexchange at the office of the Company maintained for such purpose, without service charge, at which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The Notes shall bear interest at the rate of 4.453.900% per annum from and including beginning on July 2231, 2010, 2019 or from the most recent date to which interest has been paid or duly provided for, as further provided in the form of Note Notes annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The dates on which such interest Interest Payment Dates for the Notes shall be payable (each, an “Interest Payment Date”) shall be January 22 February 8 and July 22 August 8 of each year, beginning on January 22February 8, 20112020, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 24 and July 724, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on ; provided that upon the Stated Maturity will be paid to the person to whom of the principal will of the Notes, interest shall be payable.
(e) payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date or the Date, Stated Maturity of or other payment date with respect to the Notes is not a Business Day, then the related required payment of principal, premium, if any, or interest or principal payable, as applicable, on such date will be paid due on the next succeeding Business Day with the same force and effect as if made on the date that such Interest Payment Date or Stated Maturity payment was due, and no further interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as a result the case may be, to the date of such delaythat payment on the next succeeding Business Day.
(fe) The Notes will be initially issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 and the Base Indenture Indenture.
(f) Payment of principal of and deposited with premium, if any, and interest on a Note that is a Global Security registered in the Trustee as custodian for name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
Appears in 1 contract
Samples: Third Supplemental Indenture (Las Vegas Sands Corp)
Amount; Series; Terms. (a) There is hereby created and designated a one series of Securities Notes under the Base Indenture: the title of the Notes shall be “4.450.250% Senior Notes Due 2020”. 2027.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of Notes is €500,000,000. The Company shall be entitled to issue additional notes under this Supplemental Indenture (“Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes initially may issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered under pursuant to this Supplemental Indenture Indenture; and (ii) the issue price, the issue date, the ISIN or Common Code number of such Additional Notes, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue. References to “CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $600,000,000 (the deemed replaced by “Initial Notes”)ISIN” or “Common Code” numbers, subject to increase as set forth in Section 3.04applicable.
(c) The Stated Maturity of the Notes shall be July 22March 15, 2020. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and exchange, without service charge, at the Corporate Trust Office2027.
(d) The Notes shall bear interest at the rate of 4.450.250% per annum from and including July 22March 10, 20102021, or from the most recent date to which interest has been paid or duly provided for, as further provided in the form forms of Global Note annexed hereto as Exhibit A. Interest on the Notes shall be computed on the basis of a 360-day year composed the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 10, 2021 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The dates date on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 22 and July 22 March 15 of each year, beginning on January 22March 15, 20112022, and the “Regular Record Date” record date for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 7 and July 7, respectively, March 1 (whether or not such date is a Business Day. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable).
(e) If any Interest Payment Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Stated Maturity and no further interest will accrue as a result of such delay.
(f) The Notes will be issued in the form of one or more Global SecuritiesNotes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 Sections 2.03 and 2.04 of the Base Indenture and deposited with the Trustee as custodian for the Depositary or its nomineeIndenture.
(gf) InitiallyNo service charge will be made for any registration of a transfer, exchange or redemption of the Trustee will act as Paying Agent. The Notes, but the Company may change require payment of a sum sufficient to cover any Paying Agent without notice to the Holderstransfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
Appears in 1 contract
Samples: Supplemental Indenture (Equinix Inc)