Amount; Series; Terms. (a) The Third Supplemental Indenture has previously created and designated two series of Securities under the Base Indenture titled the “3.750% Notes due 2026” and the “4.875% Notes due 2030.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements. (b) The aggregate principal amount of 2026 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2026 Initial Reopened Notes”) shall be limited to $250,000,000, and the aggregate principal amount of 2030 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2030 Initial Reopened Notes”, and together with the 2026 Initial Reopened Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indenture. (c) The Stated Maturity of the 2026 Notes shall be February 1, 2026, 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 charge (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 3.750% per annum, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 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 on the 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest payment dates shall be (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Notes, an “Interest Payment Date”) and the “record date” for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. (e) Each series of Initial Reopened Notes 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 2.04 of the Base Indenture. (f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register. (g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7502.150% Senior Notes due 2026” and the “4.875% Notes due Due 2030.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $1,100,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 1, 2026, and the Stated Maturity of the 2030 Notes shall be May 12July 15, 2030. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in the United States, at which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be Trustee in the Corporate Trust OfficeUnited States.
(d) The 2026 Notes shall bear interest at the rate of 3.7502.150% per annum, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue annum from August 1June 22, 2020, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be January 15 and July 15 of each year, beginning on January 15, 2021, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and 1 or July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two three series of Securities under the Base Indenture titled Indenture: the title of the 2017 Notes shall be “3.7501.35% Senior Notes due 20262017,” the title of the 2022 Notes shall be “2.70% Senior Notes due 2022,” the title of the 2032 Notes shall be “4.00% Senior Notes due 2032” and the title of the 2042 Notes shall be “4.8754.25% Senior Notes due 20302042.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2026 2017 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2026 Initial Reopened 2017 Notes”) shall be limited to $250,000,0003,000,000,000, and the aggregate principal amount of 2030 2022 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2030 Initial Reopened Notes”, and together with the 2026 Initial Reopened Notes, the “Initial Reopened 2022 Notes”) shall be limited to $325,000,000. The 2026 1,500,000,000, the aggregate principal amount of 2032 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial Reopened Notes 2032 Notes”) shall be consolidated, form a single series limited to $750,000,000 and the aggregate principal amount of 2042 Notes that initially may be fully fungible authenticated and delivered under this Supplemental Indenture (the “Initial 2042 Notes” and together with the 2026 Initial 2017 Notes, the Initial 2022 Notes and the Initial 2032 Notes, the “Initial Notes, and the 2030 Initial Reopened Notes ”) shall be consolidatedlimited to $750,000,000, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect subject, in each case, to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued increase as set forth in Section 3.03 of the Third Supplemental Indenture3.04.
(c) The Stated Maturity of the 2026 2017 Notes shall be February 1December 15, 20262017, the Stated Maturity of the 2022 Notes shall be December 15, 2022, the Stated Maturity of the 2032 Notes shall be December 15, 2032 and the Stated Maturity of the 2030 2042 Notes shall be May 12December 15, 20302042. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in Minneapolis, at Minnesota, which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust OfficeTrustee.
(d) The 2026 2017 Notes shall bear interest at the rate of 3.7501.35% per annum, and the 2030 2022 Notes shall bear interest at the rate of 4.8752.70% per annum. Interest on , the 2026 Initial Reopened 2032 Notes shall accrue from August 1bear interest at the rate of 4.00% per annum and the 2042 Notes shall bear interest at the rate of 4.25% per annum, 2020in each case beginning on December 11, 2012 or from the most recent Interest Payment Date 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. Interest on the 2030 Initial Reopened Notes shall accrue from May 12A-1, 2020Exhibit A-2 and Exhibit A-3, 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 B. respectively. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The interest payment dates Interest Payment Dates for the Notes shall be (x) February 1 June 15 and August 1 December 15 of each year, beginning on February 1June 15, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year2013, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Notes, an “Interest Payment Date”) and the “record date” Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 June 1 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesDecember 1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of the Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall will be due on the next succeeding Business Day as if made on the date that such payment was due, and, unless the Company defaults on such payment, and no interest shall will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each The Notes of each series of Initial Reopened Notes shall 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 2.04 of 3.03 and the Base Indenture.
(f) Payment of The Company shall pay the principal of and premiumany 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, if any, and interest on a Global Security registered at the Company’s Option (i) by check mailed to the Holders of such Notes at their address in the name 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 or held Definitive Notes of at least $1,000,000, by the Depositary or its nominee shall be made wire transfer in immediately available funds to that Holder’s account within the Depositary or its nomineeUnited States, as which application shall remain in effect until that Holder notifies, in writing, the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds Registrar 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 Registercontrary.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7505.500% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2034.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $750,000,000. The Issuer shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 1June 15, 2026, and the Stated Maturity of the 2030 Notes shall be May 12, 20302034. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Obligors maintained for such purpose in the United States, at which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be Trustee in the Corporate Trust OfficeUnited States.
(d) The 2026 Notes shall bear interest at the rate of 3.7505.500% per annumannum from May 30, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202024, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be June 15 and December 15 of each year, beginning on December 15, 2024, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesJune 1 or December 1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall will be issued in the form of one or more Global SecuritiesNotes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7501.000% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2025.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $700,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 1September 15, 2026, and the Stated Maturity of the 2030 Notes shall be May 12, 20302025. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in the United States, at which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be Trustee in the Corporate Trust OfficeUnited States.
(d) The 2026 Notes shall bear interest at the rate of 3.7501.000% per annum, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue annum from August 1October 7, 2020, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be March 15 and September 15 of each year, beginning on March 15, 2021, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesMarch 1 or September 1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7501.000% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2033.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is €600,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened 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 “Initial Reopened Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidateddeemed replaced by “ISIN” or “Common Code” numbers, form a single series and be fully fungible with the 2026 Initial Notes, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureapplicable.
(c) The Stated Maturity of the 2026 Notes shall be February 1March 15, 2026, 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 charge (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 Office2033.
(d) The 2026 Notes shall bear interest at the rate of 3.7501.000% per annumannum from March 10, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202021, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 10, 2021 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The date on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be March 15 of each year, beginning on March 15, 2022, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding March 1 (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on whether or not such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) Each series of Initial Reopened The Notes shall will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall No service charge will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes for any registration of a series are no longer represented by a Global Securitytransfer, exchange or redemption of the Notes, but the Company may require payment of principal, premium, if any, and interest on certificated Notes a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of such series in definitive form may, at the Company’s option, be made by transfer or exchange (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 but not for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Registerredemption).
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7501.800% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2027.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $500,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 1July 15, 2026, and the Stated Maturity of the 2030 Notes shall be May 12, 20302027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in the United States, at which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be Trustee in the Corporate Trust OfficeUnited States.
(d) The 2026 Notes shall bear interest at the rate of 3.7501.800% per annum, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue annum from August 1June 22, 2020, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be January 15 and July 15 of each year, beginning on January 15, 2021, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and 1 or July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7502.875% Senior Notes due Due 2026” and the “4.875% Notes due 2030.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is €1,000,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened 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 “Initial Reopened Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidateddeemed replaced by “ISIN” or “Common Code” numbers, form a single series and be fully fungible with the 2026 Initial Notes, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureapplicable.
(c) The Stated Maturity of the 2026 Notes shall be February 1, 2026, 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 charge (unless earlier redeemed or repurchased 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 3.7502.875% per annumannum from December 12, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202017, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (xeach, an “Interest Payment Date”) shall be February 1 and August 1 of each year, beginning on February August 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year2018, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Notes, an “Interest Payment Date”) and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and or July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7503.650% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2033.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is €600,000,000. The Issuer shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN and/or Common Code numbers, as applicable. With respect to $250,000,000any Additional Notes, the Obligors shall set forth in a Board Resolution of their Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened 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 “Initial Reopened Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidateddeemed replaced by “ISIN” and/or “Common Code” numbers, form a single series and be fully fungible with the 2026 Initial Notes, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureapplicable.
(c) The Stated Maturity of the 2026 Notes shall be February 1September 3, 2026, 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 charge (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 Office2033.
(d) The 2026 Notes shall bear interest at the rate of 3.7503.650% per annumannum from September 3, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202024, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised 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 date on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be September 3 of each year, beginning on September 3, 2025, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding August 19 (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on whether or not such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) Each series of Initial Reopened The Notes shall will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company Obligors and authenticated by the Trustee as provided in Section Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall No service charge will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes for any registration of a series are no longer represented by a Global Securitytransfer, exchange or redemption of the Notes, but the Obligors may require payment of principal, premium, if any, and interest on certificated Notes a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of such series in definitive form may, at the Company’s option, be made by transfer or exchange (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 but not for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Registerredemption).
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously Notes are hereby created and designated two as a series of Securities under the Base Indenture titled Indenture: the title of the Notes shall be “3.7504.75% Senior Secured Notes due 2026” and the “4.875% Notes due 20302027.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements.
. Upon receipt of a written order of the Issuer, the Trustee shall authenticate (bi) The aggregate principal amount of 2026 4.75% Senior Secured Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (due 2027 for original issue on the “2026 Initial Reopened Notes”) shall be limited to $250,000,000, and 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 2030 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 and delivered under this Fourth Supplemental Indenture (authenticated, the “2030 Initial Reopened Notes”date on which the Notes are to be authenticated, and together with the 2026 Initial Reopened Notesnames and delivery instructions for each Holder. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the “Initial Reopened Notes”) Trustee shall be limited authenticate Notes in substitution for Notes originally issued to $325,000,000reflect any name change of the Issuer. The 2026 Initial Reopened Any Additional Notes shall be consolidated, form a single series part of the same issue as the Notes being issued on the date hereof and be fully fungible shall vote on all matters as one class with the 2026 Initial Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and offers to purchase. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notesif any. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indenture.
(c) The Stated Maturity of the 2026 Notes shall be February 115, 2026, and the Stated Maturity of the 2030 Notes shall be May 12, 20302027. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Issuer maintained for such purpose in the Borough of Manhattan, at The City of New York, which shall initially be the office or agency of the Company maintained for such purposeTrustee in the Borough of Manhattan, which shall initially be the Corporate Trust Office.
(d) The 2026 City of New York. The Notes shall bear interest at the rate of 3.7504.75% per annumannum from February 4, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 2020, 2020 or from the most recent Interest Payment Date 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 on the 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The interest payment dates shall be (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Notes, an “Interest Payment Date”) and the “record date” for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened Notes shall will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company Issuer and authenticated by the Trustee as provided in Section 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the . The initial Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the The Depository Trust Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two series of Securities Notes under the Base Indenture titled Indenture: the title of one series of Notes shall be “3.7503.625% Senior Notes due 2026Due 2029” and the title of the other series of Notes shall be “4.8753.875% Senior Notes due 2030Due 2031.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 2029 Notes that initially may is $500,000,000. The initial aggregate principal amount of 2031 Notes is $500,000,000. The Company shall be authenticated and delivered entitled to issue additional 2029 Notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional 2029 Notes”) that shall have identical terms as the Initial 2029 Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.02 of this Supplemental Indenture. The Company shall be limited entitled to $250,000,000issue additional 2031 Notes under this Supplemental Indenture (“Additional 2031 Notes” and, together with the Additional 2029 Notes, “Additional Notes”) that shall have identical terms as the Initial 2031 Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture, including Section 4.02 of this Supplemental Indenture. Any such Additional Notes shall be consolidated and form a single series with the Initial Notes of such series initially issued including for purposes of voting and redemption; provided, that if such Additional Notes are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 2029 Notes shall be February 1March 15, 2026, and the 2029. The Stated Maturity of the 2030 2031 Notes shall be May 12March 15, 20302031. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 of the Base Indenture)charge, at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Officeoffice or agency of the Trustee in the United States.
(d) The 2026 2029 Notes shall bear interest at the rate of 3.7503.625% per annumannum from March 9, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 2020, 2021 or from the most recent Interest Payment Date date to or for which interest has been paid or duly provided for, as further provided in the form of Global Note annexed hereto as Exhibit A. Interest on the 2030 Initial Reopened A-1. The 2031 Notes shall accrue bear interest at the rate of 3.875% per annum from May 12March 9, 2020, 2021 or from the most recent Interest Payment Date date to or for which interest has been paid or duly provided for, as further provided in the form of Global Note annexed hereto as Exhibit B. A-2. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be March 15 and September 15 of each year, beginning on September 15, 2021, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 March 1 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesSeptember 1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two three series of Securities under the Base Indenture titled Indenture: the title of the 2021 Notes shall be “3.7501.700% Senior Notes due 2021,” the title of the 2026 Notes shall be “2.600% Senior Notes due 2026” and the title of the 2046 Notes shall be “4.8754.100% Senior Notes due 20302046.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2021 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2021 Notes”) shall be limited to $500,000,000, the aggregate principal amount of 2026 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “Initial 2026 Initial Reopened Notes”) shall be limited to $250,000,000, 1,000,000,000 and the aggregate principal amount of 2030 2046 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2030 Initial Reopened 2046 Notes”, ” and together with the Initial 2021 Notes and the Initial 2026 Initial Reopened Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated1,250,000,000, form a single series and be fully fungible with the 2026 Initial Notessubject, and the 2030 Initial Reopened Notes shall be consolidatedin each case, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued increase as set forth in Section 3.03 of the Third Supplemental Indenture3.04.
(c) The Stated Maturity of the 2021 Notes shall be May 19, 2021, the Stated Maturity of the 2026 Notes shall be February 1May 19, 2026, 2026 and the Stated Maturity of the 2030 2046 Notes shall be May 1219, 20302046. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in Minneapolis, at Minnesota, which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust OfficeTrustee.
(d) The 2021 Notes shall bear interest at the rate of 1.700% per annum, the 2026 Notes shall bear interest at the rate of 3.7502.600% per annum, annum and the 2030 2046 Notes shall bear interest at the rate of 4.8754.100% per annum. Interest , in each case beginning on the 2026 Initial Reopened Notes shall accrue from August 1May 19, 2020, 2016 or from the most recent Interest Payment Date 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. Interest on the 2030 Initial Reopened Notes shall accrue from May 12X-0, 2020Xxxxxxx X-0 and Exhibit A-3, 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 B. respectively. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The interest payment dates Interest Payment Dates for the Notes shall be (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 19 and November 12 19 of each year, beginning on November 1219, 2020 for the 2030 Initial Reopened Notes (each such date2016, with respect to the applicable series of Initial Reopened Notes, an “Interest Payment Date”) and the “record date” Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 May 4 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesNovember 4, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of the Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall will be due on the next succeeding Business Day as if made on the date that such payment was due, and, unless the Company defaults on such payment, and no interest shall will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each The Notes of each series of Initial Reopened Notes shall 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 2.04 of 3.03 and the Base Indenture.
(f) Payment of The Company shall pay the principal of and premiumany 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, if any, and interest on a Global Security registered at the Company’s Option (i) by check mailed to the Holders of such Notes at their address in the name 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 or held Definitive Notes of at least $1,000,000, by the Depositary or its nominee shall be made wire transfer in immediately available funds to that Holder’s account within the Depositary or its nomineeUnited States, as which application shall remain in effect until that Holder notifies, in writing, the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds Registrar 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 Registercontrary.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7502.875% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2024.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is €750,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened 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 “Initial Reopened Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidateddeemed replaced by “ISIN” or “Common Code” numbers, form a single series and be fully fungible with the 2026 Initial Notes, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureapplicable.
(c) The Stated Maturity of the 2026 Notes shall be February 1March 15, 20262024, 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 charge (unless earlier redeemed or repurchased 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 3.7502.875% per annumannum from March 14, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202018, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be March 15 and September 15 of each year, beginning on September 15, 2018, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesMarch 1 or September 1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7503.200% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2029.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $1,200,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 1November 18, 2026, and the Stated Maturity of the 2030 Notes shall be May 12, 20302029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in the United States, at which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be Trustee in the Corporate Trust OfficeUnited States.
(d) The 2026 Notes shall bear interest at the rate of 3.7503.200% per annumannum from November 18, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202019, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be May 18 and November 18 of each year, beginning on May 18, 2020, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesMay 4 or November 4, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7503.900% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2032.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $1,200,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 1April 15, 2026, and the Stated Maturity of the 2030 Notes shall be May 12, 20302032. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in the United States, at which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be Trustee in the Corporate Trust OfficeUnited States.
(d) The 2026 Notes shall bear interest at the rate of 3.7503.900% per annumannum from April 5, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202022, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be April 15 and October 15 of each year, beginning on October 15, 2022, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and 1 or October 28, for the 2030 Notes1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7503.000% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2029.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $750,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened 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 limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided, that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any 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 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 115, 2026, and the Stated Maturity of the 2030 Notes shall be May 12, 20302029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 of the Base Indenture)charge, at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Officeoffice or agency of the Trustee in the United States.
(d) The 2026 Notes shall bear interest at the rate of 3.7503.000% per annumannum from January 20, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 2020, 2021 or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be February 15 and August 15 of each year, beginning on August 15, 2021, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 February 1 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesAugust 1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 2.04 Sections 2.02 and 2.03 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Samples: First Supplemental Indenture (CrowdStrike Holdings, Inc.)
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two series of Securities Notes under the Base Indenture titled Indenture: the title of the New 2017 Notes shall be “3.7506% Senior Notes due 2026Due 2017” and the title of the New 2019 Notes shall be “4.8756.375% Senior Notes due 2030Due 2019.” Unless otherwise specified herein, The New 2017 Notes and the provisions of New 2019 Notes shall be treated as separate series for all purposes under the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2026 New 2017 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture as Original Notes within the meaning of the Base Indenture (the “2026 Initial Reopened Original 2017 Notes”) shall be limited to $250,000,000505,000,000, and the aggregate principal amount of 2030 New 2019 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture as Original Notes within the meaning of the Base Indenture (the “2030 Initial Reopened Original 2019 Notes”, ” and together with the 2026 Initial Reopened Original 2017 Notes, the “Initial Reopened Original Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated800,000,000 subject, form a single series and be fully fungible with the 2026 Initial Notesin each case, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued increase as set forth in Section 3.03 2.12 of the Third Supplemental Base Indenture.
(c) The Stated Maturity of the 2026 New 2017 Notes shall be February 1November 15, 20262017, and the Stated Maturity of the 2030 New 2019 Notes shall be May 12November 15, 20302019. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in the Borough of Manhattan, at The City of New York, which shall initially be the office or agency of the Company maintained for such purposeTrustee in the Borough of Manhattan, which shall initially be the Corporate Trust OfficeThe City of New York.
(d) The 2026 New 2017 Notes shall bear interest at the rate of 3.7506% per annum, and the 2030 New 2019 Notes shall bear interest at the rate of 4.8756.375% per annum. Interest on the 2026 Initial Reopened Notes shall accrue , in each case from August 1November 14, 2020, 2012 or from the most recent Interest Payment Date 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. Interest on the 2030 Initial Reopened Notes shall accrue from May 12A-1 and Exhibit A-2, 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 B. respectively. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be May 15 and November 15 of each year, beginning on May 15, 2013, and the “record dateRegular Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 May 1 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesNovember 1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each The Notes of each series of Initial Reopened Notes shall 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 2.04 2.03 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Samples: First Supplemental Indenture (E TRADE FINANCIAL Corp)
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7501.250% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2025.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $500,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 1July 15, 2026, and the Stated Maturity of the 2030 Notes shall be May 12, 20302025. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in the United States, at which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be Trustee in the Corporate Trust OfficeUnited States.
(d) The 2026 Notes shall bear interest at the rate of 3.7501.250% per annum, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue annum from August 1June 22, 2020, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be January 15 and July 15 of each year, beginning on January 15, 2021, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and 1 or July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7500.250% Senior Notes due 2026” and the “4.875% Notes due 2030Due 2027.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is €500,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first Interest Payment Date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate ISIN or Common Code numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the Paying Agent and the Registrar, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened 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 “Initial Reopened Notes”) CUSIP” numbers in the Base Indenture, including, but not limited to, Section 2.05 of the Base Indenture, shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidateddeemed replaced by “ISIN” or “Common Code” numbers, form a single series and be fully fungible with the 2026 Initial Notes, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureapplicable.
(c) The Stated Maturity of the 2026 Notes shall be February 1March 15, 2026, 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 charge (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 Office2027.
(d) The 2026 Notes shall bear interest at the rate of 3.7500.250% per annumannum from March 10, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202021, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 10, 2021 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. The date on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be March 15 of each year, beginning on March 15, 2022, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding March 1 (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 Notes, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on whether or not such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day).
(e) Each series of Initial Reopened The Notes shall will be issued in the form of one or more Global SecuritiesNotes, deposited with with, or on behalf of, the Trustee Depositary, as custodian common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nomineenominee for the accounts of Euroclear and Clearstream, duly executed by the Company and authenticated by the Trustee as provided in Section Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall No service charge will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes for any registration of a series are no longer represented by a Global Securitytransfer, exchange or redemption of the Notes, but the Company may require payment of principal, premium, if any, and interest on certificated Notes a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of such series in definitive form may, at the Company’s option, be made by transfer or exchange (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 but not for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Registerredemption).
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Samples: Supplemental Indenture (Equinix Inc)
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two three series of Securities under the Base Indenture titled Indenture: the title of the 2016 Notes shall be “3.7503.100% Senior Notes due 20262016”, the title of the 2021 Notes shall be “4.600% Senior Notes due 2021” and the title of the 2041 Notes shall be “4.8755.950% Senior Notes due 20302041.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2026 2016 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2026 Initial Reopened 2016 Notes”) shall be limited to $250,000,000300,000,000, and the aggregate principal amount of 2030 2021 Notes that initially may be authenticated and delivered under this Fourth Supplemental Indenture (the “2030 Initial Reopened Notes”, and together with the 2026 Initial Reopened Notes, the “Initial Reopened 2021 Notes”) shall be limited to $325,000,000. The 2026 300,000,000 and the aggregate principal amount of 2041 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial Reopened 2041 Notes” and together with the Initial 2016 Notes and Initial 2021 Notes, the “Initial Notes”) shall be consolidatedlimited to $400,000,000 subject, form a single series and be fully fungible with the 2026 Initial Notesin each case, and the 2030 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued increase as set forth in Section 3.03 of the Third Supplemental Indenture3.04.
(c) The Stated Maturity of the 2026 2016 Notes shall be February 1March 15, 20262016, the Stated Maturity of the 2021 Notes shall be March 15, 2021 and the Stated Maturity of the 2030 2041 Notes shall be May 12March 15, 20302041. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in New York, at New York, which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust OfficeTrustee.
(d) The 2026 2016 Notes shall bear interest at the rate of 3.7503.100% per annum, and the 2030 2021 Notes shall bear interest at the rate of 4.8754.600% per annum and the 2041 Notes shall bear interest at the rate of 5.950% per annum. Interest , in each case beginning on the 2026 Initial Reopened Notes shall accrue from August 1September 15, 2020, 2011 or from the most recent Interest Payment Date 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. Interest on the 2030 Initial Reopened Notes shall accrue from May 12X-0, 2020Xxxxxxx X-0, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided forand Exhibit A-3, as further provided in the form of Note annexed hereto as Exhibit B. respectively. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The interest payment dates Interest Payment Dates for the Notes shall be (x) February 1 September 15 and August 1 March 15 of each year, beginning on February 1September 15, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year2011, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Notes, an “Interest Payment Date”) and the “record date” Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 September 1 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesMarch 1, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of the Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall will be due on the next succeeding Business Day as if made on the date that such payment was due, and, unless the Company defaults on such payment, and no interest shall will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each The Notes of each series of Initial Reopened Notes shall 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 2.04 of 3.03 and the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
Appears in 1 contract
Samples: First Supplemental Indenture (Juniper Networks Inc)
Amount; Series; Terms. (a) The Third Supplemental Indenture has previously There is hereby created and designated two one series of Securities Notes under the Base Indenture titled Indenture: the title of the Notes shall be “3.7502.900% Senior Notes due Due 2026” and the “4.875% Notes due 2030.” Unless otherwise specified herein, the provisions of the Third Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened Notes issued under this Fourth Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the applicable series of Initial Reopened Notes and shall not apply to any other series of Securities Notes that may be issued under the Base Indenture or Additional Notes that may be issued under the Third Supplemental Indenture unless, in each case, unless a supplemental indenture with respect to such other series of Securities or Additional Notes, as applicable, Notes specifically incorporates such changes, modifications and supplements.
(b) The initial aggregate principal amount of 2026 Notes that initially may is $600,000,000. The Company shall be authenticated and delivered entitled to issue additional notes under this Fourth Supplemental Indenture (the “2026 Initial Reopened Additional Notes”) that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto; provided that such issuance is not prohibited by the terms of the Indenture. Any such Additional Notes shall be limited consolidated and form a single series with the Initial Notes initially issued including for purposes of voting and redemption; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. With respect to $250,000,000any Additional Notes, the Company shall set forth in a Board Resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount of 2030 such Additional Notes that initially may to be authenticated and delivered under pursuant to this Fourth Supplemental Indenture Indenture; and (ii) the “2030 Initial Reopened Notes”issue price, and together with the 2026 Initial Reopened issue date, the CUSIP number of such Additional Notes, the “Initial Reopened Notes”) shall be limited to $325,000,000. The 2026 Initial Reopened Notes shall be consolidated, form a single series and be fully fungible with the 2026 Initial Notes, first interest payment date and the 2030 Initial Reopened Notes amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall be consolidated, form a single series and be fully fungible with the 2030 Initial Notes. The Initial Reopened Notes shall also constitute Additional Notes with respect to the applicable series of Initial Notes issued under the Third Supplemental Indenture. Further Additional Notes may be issued as set forth in Section 3.03 of the Third Supplemental Indentureaccrue.
(c) The Stated Maturity of the 2026 Notes shall be February 1November 18, 2026, 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 charge (in accordance with and subject to Section 2.08 charge, at the office of the Base Indenture)Company maintained for such purpose in the United States, at which shall initially be the office or agency of the Company maintained for such purpose, which shall initially be Trustee in the Corporate Trust OfficeUnited States.
(d) The 2026 Notes shall bear interest at the rate of 3.7502.900% per annumannum from November 18, and the 2030 Notes shall bear interest at the rate of 4.875% per annum. Interest on the 2026 Initial Reopened Notes shall accrue from August 1, 20202019, or from the most recent Interest Payment Date date to or for 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 2030 Initial Reopened Notes shall accrue from May 12, 2020, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year comprised composed of twelve 30-day months. The dates on which such interest payment dates shall be payable (x) February 1 and August 1 of each year, beginning on February 1, 2021 for the 2026 Initial Reopened Notes and (y) May 12 and November 12 of each year, beginning on November 12, 2020 for the 2030 Initial Reopened Notes (each such date, with respect to the applicable series of Initial Reopened Noteseach, an “Interest Payment Date”) shall be May 18 and November 18 of each year, beginning on May 18, 2020, and the “record date” date for any interest payable on each such Interest Payment Date shall be the immediately preceding (x) January 15 and July 15, for the 2026 Notes and (y) April 27 and October 28, for the 2030 NotesMay 4 or November 4, respectively; provided that upon the Stated Maturity of the applicable series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, the “record date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the applicable series of Notes shall be, in the case of the 2026 Notes, the immediately preceding January 15, 2026, and in the case of the 2030 Notes, the immediately preceding April 27, 2030. If any Interest Payment Date, Stated Maturity or other payment date with respect to a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day 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, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) Each series of Initial Reopened The Notes shall 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 Sections 2.03 and 2.04 of the Base Indenture.
(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If Initial Reopened Notes of a series are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes of such series in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.
(g) The issue price (for U.S. federal income tax purposes) of the 2026 Initial Reopened Notes shall be 99.617% of the principal amount of such 2026 Initial Reopened Notes. The issue price (for U.S. federal income tax purposes) of the 2030 Initial Reopened Notes shall be 99.562% of the principal amount of such 2030 Initial Reopened Notes.
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