Amount; Series; Terms. (a) There is hereby created and designated four separate series of Initial Notes under the Base Indenture: (1) the “5.125% Senior Notes due 2029”, (2) the “5.375% Senior Notes due 2031”, (3) the “5.500% Senior Notes due 2034” and (4) the “5.950% Senior Notes due 2054.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, each series of Notes, as applicable, and shall not apply to any other series of Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Notes specifically incorporates such changes, modifications and supplements. (b) The aggregate principal amount of 2029 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2029 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2034 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2034 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2054 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2054 Notes” and, cumulatively with the Initial 2029 Notes, the Initial 2034 Notes and the Initial 2054 Notes, the “Initial Notes”) shall be limited to $550,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. (c) The Stated Maturity of the 2029 Notes shall be December 1, 2029. The Stated Maturity of the 2031 Notes shall be December 1, 2031. The Stated Maturity of the 2034 Notes shall be December 1, 2034. The Stated Maturity of the 2054 Notes shall be December 1, 2054. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office. (d) The 2029 Notes shall bear interest at the rate of 5.125% per annum and shall accrue interest from December 5, 2024. Interest for the 2029 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2029 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2029 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of a series of Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2029 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2029 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. (e) The 2031 Notes shall bear interest at the rate of 5.375% per annum and shall accrue interest from December 5, 2024. Interest for the 2031 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2031 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2031 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2031 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2031 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2031 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. (f) The 2034 Notes shall bear interest at the rate of 5.500% per annum and shall accrue interest from December 5, 2024. Interest for the 2034 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2034 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2034 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2034 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2034 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2034 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. (g) The 2054 Notes shall bear interest at the rate of 5.950% per annum and shall accrue interest from December 5, 2024. Interest for the 2054 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2054 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2054 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2054 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2054 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2054 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day. (h) Each of the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes shall be issued in the form of one or more Global Notes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and Section 303 of the Base Indenture. (i) Payment of principal, premium, if any, and interest on a Global Note registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. If any series of Notes are no longer represented by a Global Note, payment of principal, premium, if any, and interest on Notes in definitive form may, at the Company’s option, be made (i) by check mailed directly to Holders of such series of Notes at their registered addresses or (ii) upon written request of any Holder of at least $5,000,000 principal amount of such series of Notes, wire transfer to an account located in the United States of America maintained by the payee (provided that such request contains the requisite information to make such wire transfer).
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated four separate series of Initial Notes Securities under the Base Indenture: (1) the title of the 2024 Notes shall be “5.1253.750% Senior Notes due 20292024”, (2) the title of the 2025 Notes shall be “5.3753.625% Senior Notes Due 2025”, the title of the 2027 Notes shall be “3.300% Senior Notes due 2031”, (3) 2027” and the title of the 2029 Notes shall be “5.5002.750% Senior Notes due 2034” and (4) the “5.950% Senior Notes due 2054.” Due 2029”. The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, each the Notes of the applicable series of Notes, as applicable, and shall not apply to any other series of Notes Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Notes Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of the 2024 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $400,000,000, the aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $500,000,000, the aggregate principal amount of 2027 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $800,000,000 and the aggregate principal amount of the 2029 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2029 Notes”) shall be limited to $1,000,000,000500,000,000, each subject to increase as set forth in Section 3.03 3.04 of this First Supplemental Indenture. The aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2034 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2034 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2054 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2054 Notes” and, cumulatively with the Initial 2029 Notes, the Initial 2034 Notes and the Initial 2054 Notes, the “Initial Notes”) shall be limited to $550,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture.
(c) The Stated Maturity of the 2024 Notes shall be April 1, 2024, the Stated Maturity of the 2025 Notes shall be April 1, 2025, the Stated Maturity of the 2027 Notes shall be April 1, 2027 and the Stated Maturity of the 2029 Notes shall be December October 1, 2029. The Stated Maturity of the 2031 Notes shall be December 1, 2031. The Stated Maturity of the 2034 Notes shall be December 1, 2034. The Stated Maturity of the 2054 Notes shall be December 1, 2054. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 of the Base Indenture)charge, at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The 2024 Notes shall bear interest at the rate of 3.750% per annum from and including April 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2024 Notes annexed hereto as Exhibit A. The 2025 Notes shall bear interest at the rate of 3.625% per annum from and including April 1, 2021,or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2025 Notes annexed hereto as Exhibit B. The 2027 Notes shall bear interest at the rate of 3.300% per annum from and including April 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2027 Notes annexed hereto as Exhibit C. The 2029 Notes shall bear interest at the rate of 5.1252.750% per annum from and shall accrue including April 1, 2021, or from and including the most recent date to which interest from December 5has been paid or duly provided for, 2024. as further provided in the form of 2029 Notes annexed hereto as Exhibit D. Interest for on the 2029 Notes shall be computed on the basis of a 360-day year consisting composed of twelve 30-day months. The For the 2024 Notes, the dates on which such interest shall be payable (each, a “2024 Interest Payment Dates for the 2029 Notes Date”) shall be June April 1 and December October 1 of each year, beginning commencing on June October 1, 20252021, and the “2024 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding May March 15 and November September 15, respectively; provided that upon , whether or not a Business Day. For the Stated Maturity of the 2029 2025 Notes, the dates on which such interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided(each, and shall include the required payment of principal or premium, if any; and provided further, that the a “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of a series of Notes shall be the immediately preceding November 15. If any 2025 Interest Payment Date, Stated Maturity or other payment date with respect to the 2029 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2029 Notes, ”) shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The 2031 Notes shall bear interest at the rate of 5.375% per annum and shall accrue interest from December 5, 2024. Interest for the 2031 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2031 Notes shall be June April 1 and December October 1 of each year, beginning commencing on June October 1, 20252021, and the “2025 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding May March 15 and November September 15, respectively; provided that upon , whether or not a Business Day. For the Stated Maturity of the 2031 2027 Notes, the dates on which such interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided(each, and shall include the required payment of principal or premium, if any; and provided further, that the a “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2031 Notes shall be the immediately preceding November 15. If any 2027 Interest Payment Date, Stated Maturity or other payment date with respect to the 2031 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2031 Notes, ”) shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(f) The 2034 Notes shall bear interest at the rate of 5.500% per annum and shall accrue interest from December 5, 2024. Interest for the 2034 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2034 Notes shall be June April 1 and December October 1 of each year, beginning commencing on June October 1, 20252021, and the “2027 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding May March 15 and November September 15, respectively; provided that upon , whether or not a Business Day. For the Stated Maturity of the 2034 2029 Notes, the dates on which such interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided(each, and shall include the required payment of principal or premium, if any; and provided further, that the a “Record 2029 Interest Payment Date” for any interest, principal, or premium, if any, payable on and together with the Stated Maturity of the 2034 Notes shall be the immediately preceding November 15. If any 2024 Interest Payment Date, Stated Maturity or other payment date with respect to the 2034 Notes is not a Business Day, 2025 Interest Payment Date and the required payment of principal, premium, if any, or interest, or the redemption of such 2034 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that 2027 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.
(gan “Interest Payment Date”) The 2054 Notes shall bear interest at the rate of 5.950% per annum and shall accrue interest from December 5, 2024. Interest for the 2054 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2054 Notes shall be June April 1 and December October 1 of each year, beginning commencing on June October 1, 20252021, and the “2029 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding May March 15 and November September 15, respectively; provided that upon , whether or not a Business Day. Interest will be payable to the Stated Maturity Holder of record on the 2054 Notesapplicable Regular Record Date, provided, however, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of any series of the 2054 Notes shall will be paid to the immediately preceding November 15. person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity or other payment date with respect to of the 2054 applicable series of Notes is not a Business Day, then the required related payment of principalinterest and/or principal payable, premiumas applicable, if any, or interest, or the redemption of on such 2054 Notes, shall date will be due paid on the next succeeding Business Day at such place of payment with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Redemption Date or Stated Maturity or other payment date, and no further interest will accrue as the case may be, to the date a result of that payment on the next succeeding Business Daysuch delay.
(hf) Each series of the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes shall will be issued in the form of one or more Global Notes, deposited with the Trustee as custodian for the Depositary or its nomineeSecurities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and Section 303 of the Base Indenture.
(i) Payment of principal, premium, if any, Indenture and interest on a Global Note registered in deposited with the name of or held by the Depositary or its nominee shall be made in immediately available funds to Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the case may be, as the registered Holder of such Global Note. If any series of Notes are no longer represented by a Global Note, payment of principal, premium, if any, and interest on Notes in definitive form may, at the Company’s option, be made (i) by check mailed directly to Holders of such series of Notes at their registered addresses or (ii) upon written request of any Holder of at least $5,000,000 principal amount of such series of Notes, wire transfer to an account located in the United States of America maintained by the payee (provided that such request contains the requisite information to make such wire transfer)Holders.
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated four three separate series of Initial Notes under the Base Indenture: (1) the “5.1251.650% Senior Notes due 2029”, 2026,” (2) the “5.3752.450% Senior Notes due 2028” and (3) the “2.950% Senior Notes due 2031”, (3) the “5.500% Senior Notes due 2034” and (4) the “5.950% Senior Notes due 2054.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, each series of Notes, as applicable, and shall not apply to any other series of Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Notes specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2029 2026 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2029 2026 Notes”) shall be limited to $1,000,000,000500,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2028 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2028 Notes”) shall be limited to $750,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2034 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2034 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2054 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2054 Notes” and, cumulatively together with the Initial 2029 Notes, the Initial 2034 2026 Notes and the Initial 2054 2028 Notes, the “Initial Notes”) shall be limited to $550,000,000750,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture.
(c) The Stated Maturity of the 2029 2026 Notes shall be December 1April 15, 20292026. The Stated Maturity of the 2028 Notes shall be April 15, 2028. The Stated Maturity of the 2031 Notes shall be December 1April 15, 2031. The Stated Maturity of the 2034 Notes shall be December 1, 2034. The Stated Maturity of the 2054 Notes shall be December 1, 2054. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The 2029 2026 Notes shall bear interest at the rate of 5.1251.650% per annum and beginning on April 12, 2021 or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of 2026 Note annexed hereto as Exhibit A. The 2028 Notes shall accrue bear interest at the rate of 2.450% per annum beginning on April 12, 2021 or from December 5the most recent Interest Payment Date to or for which interest has been paid or duly provided for, 2024. as further provided in the form of 2028 Note annexed hereto as Exhibit B. The 2031 Notes shall bear interest at the rate of 2.950% per annum beginning on April 12, 2021 or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of 2031 Note annexed hereto as Exhibit C. Interest for the 2029 each series of Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Each series of Notes will begin to accrue interest from the date on which it is originally issued. The Interest Payment Dates for the 2029 each series of Notes shall be June 1 April 15 and December 1 October 15 of each year, beginning on June 1October 15, 20252021, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 April 1 and November 15October 1, respectively; provided that upon the Stated Maturity of the 2029 a series of Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of a series of Notes shall be the immediately preceding November 15April 1. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2029 a series of Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption interest with respect to such series of such 2029 Notes, Notes shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The 2031 Notes shall bear interest at the rate of 5.375% per annum and shall accrue interest from December 5, 2024. Interest for the 2031 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2031 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2031 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2031 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2031 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2031 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(f) The 2034 Notes shall bear interest at the rate of 5.500% per annum and shall accrue interest from December 5, 2024. Interest for the 2034 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2034 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2034 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2034 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2034 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2034 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(g) The 2054 Notes shall bear interest at the rate of 5.950% per annum and shall accrue interest from December 5, 2024. Interest for the 2054 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2054 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2054 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2054 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2054 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2054 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(h) Each of the 2029 2026 Notes, the 2031 Notes, the 2034 2028 Notes and the 2054 2031 Notes shall be issued in the form of one or more Global Notes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and Section 303 of the Base Indenture.
(if) Payment of principalprincipal of, premium, if any, and interest on a Global Note registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. If any series of Notes are no longer represented by a Global Note, payment of principal, premium, if any, and interest on Notes in definitive form may, at the Company’s option, be made (i) by check mailed directly to Holders of such series of Notes at their registered addresses or (ii) upon written request of any Holder of at least $5,000,000 principal amount of such series of Notes, wire transfer to an account located in the United States of America maintained by the payee (provided that such request contains the requisite information to make such wire transfer).
(g) The purchase price at which the 2026 Notes were sold to the public on the date hereof was 99.804% of the aggregate principal amount of the 2026 Notes. The purchase price at which the 2028 Notes were sold to the public on the date hereof was 99.981% of the aggregate principal amount of the 2028 Notes. The purchase price at which the 2031 Notes were sold to the public on the date hereof was 99.811% of the aggregate principal amount of the 2031 Notes.
Appears in 1 contract
Samples: First Supplemental Indenture (Marvell Technology Group LTD)
Amount; Series; Terms. (a) There is are hereby created and designated four separate two series of Initial Notes Securities under the Base Indenture: (1) the title of the 2025 Notes shall be “5.1254.200% Senior Notes due 2029”, (2) Due 2025” and the title of the 2030 Notes shall be “5.3754.625% Senior Notes due 2031Due 2030”, (3) the “5.500% Senior Notes due 2034” and (4) the “5.950% Senior Notes due 2054.” . The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, each the Notes of the applicable series of Notes, as applicable, and shall not apply to any other series of Notes Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Notes Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2029 2025 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2029 Notes”) shall be limited to $1,000,000,000600,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The and the aggregate principal amount of 2031 2030 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,000,000,000500,000,000, each subject to increase as set forth in Section 3.03 3.04 of this First Supplemental Indenture. The aggregate principal amount of 2034 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2034 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2054 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2054 Notes” and, cumulatively with the Initial 2029 Notes, the Initial 2034 Notes and the Initial 2054 Notes, the “Initial Notes”) shall be limited to $550,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture.
(c) The Stated Maturity of the 2029 2025 Notes shall be December 1March 24, 2029. The 2025 and the Stated Maturity of the 2031 2030 Notes shall be December 1March 22, 2031. The Stated Maturity of the 2034 Notes shall be December 1, 2034. The Stated Maturity of the 2054 Notes shall be December 1, 20542030. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 of the Base Indenture)charge, at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The 2029 Notes shall bear interest at the rate of 5.125% per annum and shall accrue interest from December 5, 2024. Interest for the 2029 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2029 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2029 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of a series of Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2029 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2029 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The 2031 Notes shall bear interest at the rate of 5.375% per annum and shall accrue interest from December 5, 2024. Interest for the 2031 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2031 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2031 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2031 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2031 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2031 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(f) The 2034 Notes shall bear interest at the rate of 5.500% per annum and shall accrue interest from December 5, 2024. Interest for the 2034 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2034 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2034 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2034 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2034 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2034 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(g) The 2054 Notes shall bear interest at the rate of 5.950% per annum and shall accrue interest from December 5, 2024. Interest for the 2054 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2054 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2054 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2054 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2054 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2054 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(h) Each of the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes shall be issued in the form of one or more Global Notes, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and Section 303 of the Base Indenture.
(i) Payment of principal, premium, if any, and interest on a Global Note registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. If any series of Notes are no longer represented by a Global Note, payment of principal, premium, if any, and interest on Notes in definitive form may, at the Company’s option, be made (i) by check mailed directly to Holders of such series of Notes at their registered addresses or (ii) upon written request of any Holder of at least $5,000,000 principal amount of such series of Notes, wire transfer to an account located in the United States of America maintained by the payee (provided that such request contains the requisite information to make such wire transfer).
Appears in 1 contract
Amount; Series; Terms. (a) There is hereby created and designated four separate series of Initial Notes Securities under the Base Indenture: (1) the title of the 2020 Notes shall be “5.1252.450% Senior Notes due 2029”, (2) 2020,” the title of the 2022 Notes shall be “5.3753.100% Senior Notes due 2031”, (3) 2022,” the title of the 2025 Notes shall be “5.5003.700% Senior Notes due 20342025” and (4) the title of the 2045 Notes shall be “5.9504.900% Senior Notes due 20542045.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, each series of Notes, as applicable, the Notes and shall not apply to any other series of Notes Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Notes Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2029 2020 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2029 2020 Notes”) shall be limited to $1,750,000,000, the aggregate principal amount of 2022 Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “Initial 2022 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The the aggregate principal amount of 2031 2025 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 2025 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The 2,250,000,000 and the aggregate principal amount of 2034 2045 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2034 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2054 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2054 2045 Notes” and, cumulatively and together with the Initial 2029 2020 Notes, the Initial 2034 2022 Notes and the Initial 2054 2025 Notes, the “Initial Notes”) shall be limited to $550,000,0002,000,000,000, subject subject, in each case, to increase as set forth in Section 3.03 of this First Supplemental Indenture3.04.
(c) The Stated Maturity of the 2029 2020 Notes shall be December 1July 29, 2029. The 2020, the Stated Maturity of the 2031 2022 Notes shall be December 1July 29, 2031. The 2022, the Stated Maturity of the 2034 2025 Notes shall be December 1July 29, 2034. The 2025 and the Stated Maturity of the 2054 2045 Notes shall be December 1July 29, 20542045. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 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 2029 2020 Notes shall bear interest at the rate of 5.1252.450% per annum, the 2022 Notes shall bear interest at the rate of 3.100% per annum, the 2025 Notes shall bear interest at the rate of 3.700% per annum and the 2045 Notes shall accrue bear interest at the rate of 4.900% per annum, in each case beginning on July 29, 2015 or from December 5the most recent date to which interest has been paid or duly provided for, 2024as further provided in the forms of Note annexed hereto as Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4, respectively. Interest for the 2029 Notes shall be computed on the basis of a 360-day year consisting composed of twelve 30-day months. The Interest Payment Dates for the 2029 Notes shall be June 1 January 29 and December 1 July 29 of each year, beginning on June 1January 29, 20252016, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 January 14 and November 15July 14, respectively; provided that upon the Stated Maturity of the 2029 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of a series of Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2029 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2029 Notes, shall interest will be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, 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) The 2031 Notes shall bear interest at the rate of 5.375% per annum and shall accrue interest from December 5, 2024. Interest for the 2031 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2031 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2031 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2031 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2031 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2031 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(f) The 2034 Notes shall bear interest at the rate of 5.500% per annum and shall accrue interest from December 5, 2024. Interest for the 2034 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2034 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2034 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2034 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2034 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2034 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(g) The 2054 Notes shall bear interest at the rate of 5.950% per annum and shall accrue interest from December 5, 2024. Interest for the 2054 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2054 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2054 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2054 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2054 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2054 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(h) Each of the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes shall series will be issued in the form of one or more Global NotesSecurities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and Section 303 of the Base Indenture.
(if) Payment The Company shall pay the principal of principal, premium, if any, and interest on a Global Note registered in any Definitive Notes at the name of Office or held Agency designated by the Depositary or its nominee Company for that purpose under the Indenture. Interest on any Definitive Notes shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. If any series of Notes are no longer represented by a Global Note, payment of principal, premium, if any, and interest on Notes in definitive form maypayable, at the Company’s option, be made Option (i) by check mailed directly to the Holders of such series of Notes at their registered addresses or address in the Security Register and (ii) upon written request application to the Registrar, not later than the relevant Regular Record Date, by a Holder having an aggregate principal amount of any Holder Definitive Notes of at least $5,000,000 principal amount of such series of Notes1,000,000, by wire transfer in immediately available funds to an that Holder’s account located in within the United States of America maintained by States, which application shall remain in effect until that Holder notifies, in writing, the payee (provided that such request contains Registrar to the requisite information to make such wire transfer)contrary.
Appears in 1 contract
Amount; Series; Terms. (a) There is are hereby created and designated four separate series of Initial Notes Securities under the Base Indenture: (1) the title of the 2024 Notes shall be “5.1253.750% Senior Notes due 20292024”, (2) the title of the 2025 Notes shall be “5.3753.625% Senior Notes Due 2025”, the title of the 2027 Notes shall be “3.300% Senior Notes due 2031”, (3) 2027” and the title of the 2029 Notes shall be “5.5002.750% Senior Notes due 2034” and (4) the “5.950% Senior Notes due 2054.” Due 2029”. The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, each the Notes of the applicable series of Notes, as applicable, and shall not apply to any other series of Notes Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Notes Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of the 2024 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $400,000,000, the aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $500,000,000, the aggregate principal amount of 2027 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $800,000,000 and the aggregate principal amount of the 2029 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2029 Notes”) shall be limited to $1,000,000,000500,000,000, each subject to increase as set forth in Section 3.03 3.04 of this First Supplemental Indenture. The aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2034 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2034 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2054 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2054 Notes” and, cumulatively with the Initial 2029 Notes, the Initial 2034 Notes and the Initial 2054 Notes, the “Initial Notes”) shall be limited to $550,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture.
(c) The Stated Maturity of the 2024 Notes shall be April 1, 2024, the Stated Maturity of the 2025 Notes shall be April 1, 2025, the Stated Maturity of the 2027 Notes shall be April 1, 2027 and the Stated Maturity of the 2029 Notes shall be December October 1, 2029. The Stated Maturity of the 2031 Notes shall be December 1, 2031. The Stated Maturity of the 2034 Notes shall be December 1, 2034. The Stated Maturity of the 2054 Notes shall be December 1, 2054. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 of the Base Indenture)charge, at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
(d) The 2024 Notes shall bear interest at the rate of 3.750% per annum from and including October 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2024 Notes annexed hereto as Exhibit A. The 2025 Notes shall bear interest at the rate of 3.625% per annum from and including October 1, 2021,or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2025 Notes annexed hereto as Exhibit B. The 2027 Notes shall bear interest at the rate of 3.300% per annum from and including October 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2027 Notes annexed hereto as Exhibit C. The 2029 Notes shall bear interest at the rate of 5.1252.750% per annum from and shall accrue including October 1, 2021, or from and including the most recent date to which interest from December 5has been paid or duly provided for, 2024. as further provided in the form of 2029 Notes annexed hereto as Exhibit D. Interest for on the 2029 Notes shall be computed on the basis of a 360-day year consisting composed of twelve 30-day months. The For the 2024 Notes, the dates on which such interest shall be payable (each, a “2024 Interest Payment Dates for the 2029 Notes Date”) shall be June April 1 and December October 1 of each year, beginning commencing on June April 1, 20252022, and the “2024 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding May March 15 and November September 15, respectively; provided that upon , whether or not a Business Day. For the Stated Maturity of the 2029 2025 Notes, the dates on which such interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided(each, and shall include the required payment of principal or premium, if any; and provided further, that the a “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of a series of Notes shall be the immediately preceding November 15. If any 2025 Interest Payment Date, Stated Maturity or other payment date with respect to the 2029 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2029 Notes, ”) shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(e) The 2031 Notes shall bear interest at the rate of 5.375% per annum and shall accrue interest from December 5, 2024. Interest for the 2031 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2031 Notes shall be June April 1 and December October 1 of each year, beginning commencing on June April 1, 20252022, and the “2025 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding May March 15 and November September 15, respectively; provided that upon , whether or not a Business Day. For the Stated Maturity of the 2031 2027 Notes, the dates on which such interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided(each, and shall include the required payment of principal or premium, if any; and provided further, that the a “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2031 Notes shall be the immediately preceding November 15. If any 2027 Interest Payment Date, Stated Maturity or other payment date with respect to the 2031 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2031 Notes, ”) shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(f) The 2034 Notes shall bear interest at the rate of 5.500% per annum and shall accrue interest from December 5, 2024. Interest for the 2034 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2034 Notes shall be June April 1 and December October 1 of each year, beginning commencing on June April 1, 20252022, and the “2027 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding May March 15 and November September 15, respectively; provided that upon , whether or not a Business Day. For the Stated Maturity of the 2034 2029 Notes, the dates on which such interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided(each, and shall include the required payment of principal or premium, if any; and provided further, that the a “Record 2029 Interest Payment Date” for any interest, principal, or premium, if any, payable on and together with the Stated Maturity of the 2034 Notes shall be the immediately preceding November 15. If any 2024 Interest Payment Date, Stated Maturity or other payment date with respect to the 2034 Notes is not a Business Day, 2025 Interest Payment Date and the required payment of principal, premium, if any, or interest, or the redemption of such 2034 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that 2027 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.
(gan “Interest Payment Date”) The 2054 Notes shall bear interest at the rate of 5.950% per annum and shall accrue interest from December 5, 2024. Interest for the 2054 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2054 Notes shall be June April 1 and December October 1 of each year, beginning commencing on June April 1, 20252022, and the “2029 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding May March 15 and November September 15, respectively; provided that upon , whether or not a Business Day. Interest will be payable to the Stated Maturity Holder of record on the 2054 Notesapplicable Regular Record Date, provided, however, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of any series of the 2054 Notes shall will be paid to the immediately preceding November 15. person to whom the principal will be payable.
(e) If any Interest Payment Date, Redemption Date or the Stated Maturity or other payment date with respect to of the 2054 applicable series of Notes is not a Business Day, then the required related payment of principalinterest and/or principal payable, premiumas applicable, if any, or interest, or the redemption of on such 2054 Notes, shall date will be due paid on the next succeeding Business Day at such place of payment with the same force and effect as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Redemption Date or Stated Maturity or other payment date, and no further interest will accrue as the case may be, to the date a result of that payment on the next succeeding Business Daysuch delay.
(hf) Each series of the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes shall will be issued in the form of one or more Global Notes, deposited with the Trustee as custodian for the Depositary or its nomineeSecurities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and Section 303 of the Base Indenture.
(i) Payment of principal, premium, if any, Indenture and interest on a Global Note registered in deposited with the name of or held by the Depositary or its nominee shall be made in immediately available funds to Trustee as custodian for the Depositary or its nominee.
(g) Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the case may be, as the registered Holder of such Global Note. If any series of Notes are no longer represented by a Global Note, payment of principal, premium, if any, and interest on Notes in definitive form may, at the Company’s option, be made (i) by check mailed directly to Holders of such series of Notes at their registered addresses or (ii) upon written request of any Holder of at least $5,000,000 principal amount of such series of Notes, wire transfer to an account located in the United States of America maintained by the payee (provided that such request contains the requisite information to make such wire transfer)Holders.
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (Schwab Charles Corp)
Amount; Series; Terms. (a) There is hereby created and designated four separate series six Series of Initial Notes Securities under the Base Indenture: (1) the title of the 2024 Notes shall be “5.1250.625% Senior Notes due 2029”, (2) 2024,” the title of the 2028 Notes shall be “5.3751.500% Senior Notes due 2028,” the title of the 2031 Notes shall be “1.950% Notes due 2031”, (3) ,” the title of the 2041 Notes shall be “5.5002.700% Senior Notes due 20342041,” the title of the 2051 Notes shall be “2.900% Notes due 2051,” and (4) the title of the 2061 Notes shall be “5.9503.050% Senior Notes due 20542061.” The changes, modifications and supplements to the Base Indenture effected by this First Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, each series of Notes, as applicable, the Notes and shall not apply to any other series Series of Notes Securities that may be issued under the Base Indenture unless a supplemental indenture or Authorizing Resolution with respect to such other series Series of Notes Securities or Officer’s Certificate establishing such Series of Securities specifically incorporates such changes, modifications and supplements.
(b) The aggregate principal amount of 2029 2024 Notes that initially may be authenticated and delivered under this First Second Supplemental Indenture (the “Initial 2029 2024 Notes”) shall be limited to $1,000,000,000, subject the aggregate principal amount of 2028 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2028 Notes”) shall be limited to increase as set forth in Section 3.03 of this First Supplemental Indenture. The $1,000,000,000, the aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this First Second Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,000,000,0001,500,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The the aggregate principal amount of 2034 2041 Notes that initially may be authenticated and delivered under this First Second Supplemental Indenture (the “Initial 2034 2041 Notes”) shall be limited to $1,000,000,0001,250,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The the aggregate principal amount of 2054 2051 Notes that initially may be authenticated and delivered under this First Second Supplemental Indenture (the “Initial 2054 2051 Notes”) shall be limited to $2,000,000,000, and the aggregate principal amount of 2061 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2061 Notes,” and, cumulatively and together with the Initial 2029 2024 Notes, the Initial 2034 2028 Notes, the Initial 2031 Notes, the Initial 2041 Notes and the Initial 2054 2051 Notes, the “Initial Notes”) shall be limited to $550,000,0001,250,000,000, subject subject, in each case, to increase as set forth in Section 3.03 of this First Supplemental Indenture3.04.
(c) The Stated Maturity of the 2029 Notes 2024 Notes, on which principal thereof is due and payable, shall be December 1July 15, 2029. The 2024, the Stated Maturity of the 2028 Notes, on which principal thereof is due and payable, shall be July 15, 2028, the Stated Maturity of the 2031 Notes Notes, on which principal thereof is due and payable, shall be December 1July 15, 2031. The , the Stated Maturity of the 2034 Notes 2041 Notes, on which principal thereof is due and payable, shall be December 1July 15, 2034. The 2041, the Stated Maturity of the 2054 Notes 2051 Notes, on which principal thereof is due and payable, shall be December 1July 15, 20542051, and the Stated Maturity of the 2061 Notes, on which principal thereof is due and payable, shall be July 15, 2061. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 of the Base Indenture), exchange at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust OfficeOffice of the Trustee.
(d) The 2029 2024 Notes shall bear accrue interest at the rate of 5.1250.625% per annum and year, the 2028 Notes shall accrue interest at the rate of 1.500% per year, the 2031 Notes shall accrue interest at the rate of 1.950% per year, the 2041 Notes shall accrue interest at the rate of 2.700% per year, the 2051 Notes shall accrue interest at the rate of 2.900% per year, and the 2061 Notes shall accrue interest at the rate of 3.050% per year, in each case beginning on July 12, 2021 or from December 5the most recent date to which interest has been paid or duly provided for, 2024as further provided in the forms of Notes annexed hereto as Exhibit X-0, Xxxxxxx X-0, Exhibit A-3, Exhibit X-0, Xxxxxxx X-0 or Exhibit A-6. Interest for on the 2029 Notes shall be computed on the basis of a 360-day year consisting composed of twelve 30-day months. The Interest Payment Dates for the 2029 Notes shall be June 1 January 15 and December 1 July 15 of each year, beginning on June 1January 15, 20252022, and the “Regular Record Date” Date for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 January 1 and November 15July 1, respectively; provided that upon the Stated Maturity of the 2029 principal of the Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of a series of Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2029 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2029 Notes, shall interest will be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, 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) The 2031 Notes shall bear interest at the rate of 5.375% per annum and shall accrue interest from December 5, 2024. Interest for the 2031 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2031 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall Series will be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2031 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2031 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2031 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2031 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(f) The 2034 Notes shall bear interest at the rate of 5.500% per annum and shall accrue interest from December 5, 2024. Interest for the 2034 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2034 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2034 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2034 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2034 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2034 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(g) The 2054 Notes shall bear interest at the rate of 5.950% per annum and shall accrue interest from December 5, 2024. Interest for the 2054 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2054 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; provided that upon the Stated Maturity of the 2054 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2054 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2054 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the redemption of such 2054 Notes, shall be due on the next succeeding Business Day at such place of payment as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
(h) Each of the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes shall be initially issued in the form of one or more Global Notes, deposited with the Trustee Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this First Supplemental Indenture and Section 303 of the Base Indenture.
(if) Payment of principal, principal of and premium, if any, and interest on a Note that is a Global Note Security registered in the name of or held by the Depositary or its nominee shall 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 NoteSecurity. If any series of the Notes are no longer represented by a Global NoteSecurity, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) by check mailed directly to Holders of such series of Notes at their registered addresses or (ii) upon written request of any Holder of at least $5,000,000 1,000,000 principal amount of such series of Notes, wire transfer to an account located in the United States of America maintained by the payee (provided that such request contains the requisite information to make such wire transfer)payee.
Appears in 1 contract
Samples: Second Supplemental Indenture (SALESFORCE.COM, Inc.)
