Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “2.875% Notes due 2016”.
(b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A.
(c) The Company shall issue the Notes in an aggregate principal amount of USD 500,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes.
(d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary.
(e) The Notes shall not have a sinking fund.
(f) The stated maturity of the principal of the Notes shall be February 15, 2016 (the “Stated Maturity”).
(g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 2.875%, as provided in Section 2.03.
(h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof.
(i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture.
(j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.
Creation of Series; Establishment of Form. (a) There is hereby established three additional series of Senior Debt Securities under the Base Indenture entitled the “2.279% Fixed Rate Resetting Senior Callable Notes due 2027”, the “2.894% Fixed Rate Resetting Senior Callable Notes due 2032” and the “3.330% Fixed Rate Resetting Senior Callable Notes due 2042”.
(b) Each series of the Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the forms attached hereto as Exhibit A, Exhibit B and Exhibit C.
(c) The Company shall issue the 2027 Notes in an aggregate principal amount of $1,750,000,000. The Company shall issue the 2032 Notes in an aggregate principal amount of $1,250,000,000. The Company shall issue the 2042 Notes in an aggregate principal amount of $1,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities of any series, issue additional securities of any series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Eleventh Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.
(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.
(e) The Securities shall not have a sinking fund.
(f) The Securities shall be issued on November 24, 2021 (the “Issue Date”).
(g) The stated maturity of the principal of the 2027 Notes shall be November 24, 2027 (the “2027 Notes Stated Maturity”), the stated maturity of the principal of the 2032 Notes shall be November 24, 2032 (the “2032 Notes Stated Maturity”) and the stated maturity of the principal of the 2042 Notes shall be November 24, 2042 (the “2042 Notes Stated Maturity” and, together with the 2027 Notes Stated Maturity and the 2032 Notes Stated Maturity, each a “Stated Maturity.”)
(h) The Securities of each series shall be redeemable prior to their Stated Maturity in accordance with Section 2.04 or Section 2.05 hereof.
(i) The Securities shall be ...
Creation of Series; Establishment of Form. The Company has established a series of Securities for issuance, authentication and delivery pursuant to the Indenture. Such series of Securities shall have the following terms and conditions:
(1) The series of Securities shall be known as the “8.75% Notes due 2020”.
(2) The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture (other than pursuant to Sections 3.04, 3.05, 3.06, 3.09 or 11.07 of the Base Indenture and other than any Notes which, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) is $[•].
(3) Interest on the Notes shall be payable to the Person in whose name such Notes are registered at the close of business on the Regular Record Date for such interest at the office of the Trustee maintained for such purpose, provided that the Company may pay interest by check mailed to the address of the Person entitled thereto at such address as shall appear in the Security Register at the relevant Interest Payment Date; provided further that, with respect to Notes represented by Global Securities, the Company shall make payments of interest by wire transfer of immediately available funds to the account specified by the Depositary.
(4) The principal amount of the Notes shall be payable on August 15, 2020 (the “Stated Maturity”).
(5) The interest rate to be borne by the Notes shall be 8.75% per annum, accruing from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including March [•] 2010, to and including August 15, 2020, and shall be payable on each February 15 and August 15, commencing August 15, 2010 (“Interest Payment Dates”) and the Regular Record Date in respect of each Interest Payment Date shall be the February 1 immediately preceding a February 15 Interest Payment Date and the August 1 immediately preceding an August 15 Interest Payment Date. Interest will be computed as provided in Section 3.10 of the Base Indenture.
(6) The payment of the principal of and any premium and interest on the Notes shall be payable at the office of the Trustee maintained for such purpose; provided that the Company may, at its option, make payment of interest by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register at the relevant Interest Payment Date; provided further that, with respect to Notes represente...
Creation of Series; Establishment of Form. There is hereby established a new series of Securities under the Indenture entitled “4.700% Notes due 2036.”
Creation of Series; Establishment of Form. In accordance with Section 2.01 of the Base Indenture, there is hereby created a series of Securities under the Indenture entitled “3.75% Senior Notes due 2023”.
(a) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A.
(b) The Trustee shall authenticate or deliver the Notes for original issue in an initial aggregate principal amount of $500,000,000 upon receipt of a Company Order for the authentication and delivery of the Notes. The Company may from time to time issue additional Notes in accordance with Section 2.01 of the Base Indenture. The Notes issued originally hereunder, together with any additional Notes subsequently issued, shall be treated as a single class for purposes of the Indenture.
(c) The aggregate Principal Amount of the Notes shall be due and payable at the Stated Maturity unless earlier repaid in accordance with this Supplemental Indenture.
(d) The outstanding Principal Amount of the Notes shall bear interest at a rate of 3.75% per annum, from the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually in arrears on each Interest Payment Date, commencing on August 15, 2013, to the Person in whose name the Notes are registered at the close of business on the Regular Record Date, and at Maturity, until the principal thereof is paid or made available for payment. Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months.
(e) If any Interest Payment Date, Redemption Date, Change of Control Payment Date or Maturity date is not a Business Day, the payment of principal, premium, if any, and interest, as applicable, will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period from and after any Interest Payment Date, Redemption Date, Change of Control Payment Date or the Maturity date, as the case may be, to the date payment is made on such next succeeding Business Day.
(f) All amounts payable in connection with the Notes shall be denominated and payable in the lawful currency of the United States.
(g) The Notes shall be payable and may be presented for registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in the State of New York, City of New York, Borough of Manhattan, which shall initially be the office or agency of the Trust...
Creation of Series; Establishment of Form. In accordance with Section 3.01 of the Base Indenture, there is hereby created a series of Securities under the Indenture entitled “4.75% Convertible Senior Notes Due 2023.”
(1) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A.
(2) Subject to Section 3.01 of the Base Indenture and applicable law, the aggregate Principal Amount of the Notes which may be authenticated and delivered under this Supplemental Indenture is limited to $200,000,000.
(3) The aggregate Principal Amount of the Notes shall be payable on the Final Maturity Date unless the Notes are earlier repaid or converted in accordance with this Supplemental Indenture. If any of the conditions allowing conversion of Notes by their Holder set forth in paragraph 9 of the Notes are met on the Final Maturity Date and the Sale Price of the Notes on the preceding Trading Day is greater than the Principal Amount, the Company may make payment of the Principal Amount and any accrued and unpaid interest, on the next succeeding Business Day.
(4) The Notes shall be issued at a Principal Amount of $1,000 per Note. Interest on the Notes is payable as provided in Sections 2.09 and 2.11 herein and paragraph 1 of the Notes.
(5) All amounts payable in connection with the Notes shall be denominated and payable in the lawful currency of the United States.
(6) The Notes shall be payable and may be presented for conversion, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in New York, New York, which shall initially be the office or agency of the Trustee.
(7) The Company may appoint and change any Paying Agent, Conversion Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee, except that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan. The Company shall enter into an appropriate agency agreement with any Agent not a party to the Indenture. The agreement shall implement the provisions of the Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Paying Agent, Conversion Agent, Security Registrar and/or agent for service of notices and demands, the Trustee s...
Creation of Series; Establishment of Form. Senior Notes due 2019
Creation of Series; Establishment of Form. (1) There is hereby established two new series of Securities under the Indenture entitled “4.625% Senior Notes due 2023” and “6.125% Senior Notes due 2043”.
(2) The Notes, including the form of the certificate of authentication, shall be in substantially the respective forms attached hereto as Exhibits A and B.
(3) The Trustee shall authenticate and deliver the Notes for original issue in an aggregate principal amount of $250,000,000 for the 2023 Notes and $275,000,000 for the 2043 Notes upon an Issuer Order for the authentication and delivery of the Notes. The Issuer may from time to time issue additional Notes in accordance with Sections 3.01 and 9.01
Creation of Series; Establishment of Form. In accordance with Section 3.01 of the Base Indenture, there is hereby created a series of Securities under the Indenture entitled "4.50%
Creation of Series; Establishment of Form. There is hereby established a series of Dated Subordinated Debt Securities under the Base Indenture entitled the “5.20% Fixed Rate Subordinated Notes due 2026.”
