Creation of Series; Establishment of Form. (1) There is hereby established two new series of Securities under the Indenture entitled “2.950% Senior Notes due 2029” and “3.875% Senior Notes due 2049.” (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 $450,000,000 for the 2029 Notes and $550,000,000 for the 2049 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture. (4) The Notes shall be issued in registered form without coupons. (5) The Notes shall not have a sinking fund. (6) The principal of the 2029 Notes shall be due on September 15, 2029 and the principal of the 2049 Notes shall be due on September 15, 2049. (7) The outstanding principal amount of the 2029 Notes shall bear interest at the rate of 2.950% per annum and the outstanding principal amount of the 2049 Notes shall bear interest at the rate of 3.875% per annum, in each case from September 10, 2019 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 15 and September 15 (each, an “Interest Payment Date”), commencing on March 15, 2020, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity of the Notes, until the principal thereof is paid or made available for payment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any such interest due on an Interest Payment Date that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indenture, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. (8) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (a) If the 2029 Notes are redeemed, in whole at any time or in part from time to time, prior to June 15, 2029, the Redemption Price for the 2029 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2029 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on June 15, 2029 of principal of the 2029 Notes to be redeemed and (B) the payment of the remaining scheduled payments through June 15, 2029 of interest on the 2029 Notes to be redeemed (excluding accrued and unpaid interest to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 25 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2029 Notes are redeemed, in whole at any time or in part from time to time, on or after June 15, 2029, the Redemption Price for the 2029 Notes to be redeemed will equal 100% of the principal amount of such 2029 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date. (b) If the 2049 Notes are redeemed, in whole at any time or in part from time to time, prior to March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2049 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on March 15, 2049 of principal of the 2049 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March 15, 2049 of interest on the 2049 Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2049 Notes are redeemed, in whole at any time or in part from time to time, on or after March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will equal 100% of the principal amount of such 2049 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Willis Towers Watson PLC)
Creation of Series; Establishment of Form. (1) There is hereby established two a new series of Securities under the Indenture entitled “2.9505.350% Senior Notes due 2029” and “3.875% Senior Notes due 20492033.”
(2) The Notes, including the form of the certificate of authentication, shall be in substantially the respective forms form attached hereto as Exhibits A and B.Exhibit A.
(3) The Trustee shall authenticate and deliver the Notes for original issue in an aggregate principal amount of $450,000,000 750,000,000 for the 2029 Notes and $550,000,000 for the 2049 Notes upon receipt of 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each The series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture.
(4) The Notes shall be issued in registered form without coupons.
(5) The Notes shall not have a sinking fund.
(6) The principal of the 2029 Notes shall be due on September May 15, 2029 and the principal of the 2049 Notes shall be due on September 15, 20492033.
(7) The outstanding principal amount of the 2029 Notes shall bear interest at the rate of 2.9505.350% per annum and the outstanding principal amount of the 2049 Notes shall bear interest at the rate of 3.875% per annumfrom May 17, in each case from September 10, 2019 2023 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March May 15 and September November 15 (each, an “Interest Payment Date”), commencing on March November 15, 20202023, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity of the Notes, until the principal thereof is paid or made available for payment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any such interest due on an Interest Payment Date that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indenture, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.
(8) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(a9) If the 2029 Notes are redeemed, in whole at any time or in part from time to time, prior to June February 15, 20292033 (the “Par Call Date”), the Redemption Price for the 2029 Notes to be redeemed will be equal to the greater of: (i1)(a) 100% of the aggregate principal amount of the 2029 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on June 15, 2029 of principal of the 2029 Notes to be redeemed and (B) the payment values of the remaining scheduled payments through June 15, 2029 of principal and interest on the 2029 Notes to be redeemed (excluding accrued and unpaid interest thereon discounted to the redemption date of redemption (the “Redemption Date”) and subject to (assuming the right of Holders Notes matured on the relevant Record Date to receive interest due on the relevant Interest Payment Par Call Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 25 30 basis points plus, in each of the above cases, less (b) interest accrued and unpaid interest, if any, to, but excluding, such the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. If the 2029 Notes are redeemed, in whole at any time or in part from time to time, redeemed on or after June 15, 2029the Par Call Date, the Redemption Price for the 2029 Notes to be redeemed will equal 100% of the principal amount of such 2029 the Notes to be being redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, such the Redemption Date.
(b) If the 2049 Notes are redeemed, in whole at any time or in part from time to time, prior to March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2049 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on March 15, 2049 of principal of the 2049 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March 15, 2049 of interest on the 2049 Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2049 Notes are redeemed, in whole at any time or in part from time to time, on or after March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will equal 100% of the principal amount of such 2049 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
Appears in 1 contract
Samples: Indenture (Willis Towers Watson PLC)
Creation of Series; Establishment of Form. (1) There is hereby established two new series of Securities under the Indenture entitled “2.9503.500% Senior Notes due 20292021” and “3.8754.400% Senior Notes due 20492026”.”
(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 $450,000,000 for the 2029 2021 Notes and $550,000,000 for the 2049 2026 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture.
(4) The Notes shall be issued in registered form without coupons.
(5) The Notes shall not have a sinking fund.
(6) The principal of the 2029 2021 Notes shall be due on September 15, 2029 2021 and the principal of the 2049 2026 Notes shall be due on September March 15, 20492026.
(7) The outstanding principal amount of the 2029 2021 Notes shall bear interest at the rate of 2.9503.500% per annum annum, and the outstanding principal amount of the 2049 2026 Notes shall bear interest at the rate of 3.8754.400% per annum, in each case both from September 10March 22, 2019 2016 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 15 and September 15 (each, an “Interest Payment Date”), commencing on March September 15, 20202016, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity of the Notes, until the principal thereof is paid or made available for payment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any such interest due on an Interest Payment Date that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indenture, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.
(8) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(a) If the 2029 2021 Notes are redeemed, in whole at any time or in part from time to time, prior to June August 15, 20292021, the Redemption Price for the 2029 2021 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2029 2021 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on June August 15, 2029 2021 of principal of the 2029 2021 Notes to be redeemed and (B) the payment of the remaining scheduled payments through June August 15, 2029 2021 of interest on the 2029 2021 Notes to be redeemed (excluding accrued and unpaid interest to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 25 35 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, to such Redemption Date. If the 2029 2021 Notes are redeemed, in whole at any time or in part from time to time, on or after June August 15, 20292021, the Redemption Price for the 2029 2021 Notes to be redeemed will equal 100% of the principal amount of such 2029 2021 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, to such Redemption Date.
(b) If the 2049 2026 Notes are redeemed, in whole at any time tme or in part from time to time, prior to March December 15, 20492025, the Redemption Price for the 2049 2026 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2049 2026 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on March December 15, 2049 2025 of principal of the 2049 2026 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March December 15, 2049 2025 of interest on the 2049 2026 Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 40 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, to such Redemption Date. If the 2049 2026 Notes are redeemed, in whole at any time or in part from time to time, on or after March December 15, 20492025, the Redemption Price for the 2049 2026 Notes to be redeemed will equal 100% of the principal amount of such 2049 2026 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, to such Redemption Date.
Appears in 1 contract
Samples: Third Supplemental Indenture (Willis Towers Watson PLC)
Creation of Series; Establishment of Form. (1) There is hereby established two new series of Securities under the Indenture entitled “2.9504.625% Senior Notes due 20292023” and “3.8756.125% Senior Notes due 20492043”.”
(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 $450,000,000 250,000,000 for the 2029 2023 Notes and $550,000,000 275,000,000 for the 2049 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture.
(4) The Notes shall be issued in registered form without coupons.
(5) The Notes shall not have a sinking fund.
(6) The principal of the 2029 2023 Notes shall be due on September August 15, 2029 2023 and the principal of the 2049 2043 Notes shall be due on September August 15, 20492043.
(7) The outstanding principal amount of the 2029 2023 Notes shall bear interest at the rate of 2.9504.625% per annum annum, and the outstanding principal amount of the 2049 2043 Notes shall bear interest at the rate of 3.8756.125% per annum, in each case both from September 10August 15, 2019 2013 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March February 15 and September August 15 (each, an “Interest Payment Date”), commencing on March February 15, 20202014, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity of the Notes, until the principal thereof is paid or made available for payment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any such interest due on an Interest Payment Date that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indenture, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.
(8) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(a9) If the 2029 The Notes are redeemedshall be redeemable, in whole at any time or in part from time to time, prior to June 15at the option of the Issuer on any date (a “Redemption Date”), 2029, the at a Redemption Price for the 2029 Notes to be redeemed will be equal to the greater of: of (i) 100% of the aggregate principal amount of the 2029 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on June 15, 2029 of principal of the 2029 Notes to be redeemed and (Bii) the payment sum of the present values of the remaining scheduled payments through June 15, 2029 of principal and interest to maturity thereon (exclusive of interest on the 2029 Notes to be redeemed (excluding accrued and unpaid interest to the date of redemption (the “to, but excluding, such Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the to, but excluding, such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 25 35 basis points, with respect to the redemption of the 2023 Notes and 40 basis points with respect to the redemption of the 2043 Notes plus, in each of the above caseseither case, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2029 Notes are redeemed, in whole at any time or in part from time to time, interest on or after June 15, 2029, the Redemption Price for the 2029 Notes to be redeemed will equal 100% of the principal amount of such 2029 Notes to be being redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
(b) If the 2049 Notes are redeemed, in whole at any time or in part from time to time, prior to March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2049 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on March 15, 2049 of principal of the 2049 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March 15, 2049 of interest on the 2049 Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2049 Notes are redeemed, in whole at any time or in part from time to time, on or after March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will equal 100% of the principal amount of such 2049 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
Appears in 1 contract
Samples: First Supplemental Indenture (Willis Group Holdings PLC)
Creation of Series; Establishment of Form. (1) There is hereby established two a new series of Securities under the Indenture entitled “2.9504.650% Senior Notes due 2029” and “3.875% Senior Notes due 20492027.”
(2) The Notes, including the form of the certificate of authentication, shall be in substantially the respective forms form attached hereto as Exhibits A and B.Exhibit A.
(3) The Trustee shall authenticate and deliver the Notes for original issue in an aggregate principal amount of $450,000,000 750,000,000 for the 2029 Notes and $550,000,000 for the 2049 Notes upon receipt of 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each The series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture.
(4) The Notes shall be issued in registered form without coupons.
(5) The Notes shall not have a sinking fund.
(6) The principal of the 2029 Notes shall be due on September June 15, 2029 and the principal of the 2049 Notes shall be due on September 15, 20492027.
(7) The outstanding principal amount of the 2029 Notes shall bear interest at the rate of 2.9504.650% per annum and the outstanding principal amount of the 2049 Notes shall bear interest at the rate of 3.875% per annumfrom May 19, in each case from September 10, 2019 2022 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March June 15 and September December 15 (each, an “Interest Payment Date”), commencing on March December 15, 20202022, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity of the Notes, until the principal thereof is paid or made available for payment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any such interest due on an Interest Payment Date that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indenture, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.
(8) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(a9) If the 2029 Notes are redeemed, in whole at any time or in part from time to time, prior to June May 15, 20292027 (the “Par Call Date”), the Redemption Price for the 2029 Notes to be redeemed will be equal to the greater of: (i1)(a) 100% of the aggregate principal amount of the 2029 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on June 15, 2029 of principal of the 2029 Notes to be redeemed and (B) the payment values of the remaining scheduled payments through June 15, 2029 of principal and interest on the 2029 Notes to be redeemed (excluding accrued and unpaid interest thereon discounted to the redemption date of redemption (the “Redemption Date”) and subject to (assuming the right of Holders Notes matured on the relevant Record Date to receive interest due on the relevant Interest Payment Par Call Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 25 30 basis points plus, in each of the above cases, less (b) interest accrued and unpaid interest, if any, to, but excluding, such the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. If the 2029 Notes are redeemed, in whole at any time or in part from time to time, redeemed on or after June 15, 2029the Par Call Date, the Redemption Price for the 2029 Notes to be redeemed will equal 100% of the principal amount of such 2029 the Notes to be being redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, such the Redemption Date.
(b) If the 2049 Notes are redeemed, in whole at any time or in part from time to time, prior to March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2049 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on March 15, 2049 of principal of the 2049 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March 15, 2049 of interest on the 2049 Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2049 Notes are redeemed, in whole at any time or in part from time to time, on or after March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will equal 100% of the principal amount of such 2049 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Willis Towers Watson PLC)
Creation of Series; Establishment of Form. (1) There is hereby established two a new series of Securities under the Indenture entitled “2.9505.900% Senior Notes due 2029” and “3.875% Senior Notes due 20492054.”
(2) The Notes, including the form of the certificate of authentication, shall be in substantially the respective forms form attached hereto as Exhibits A and B.Exhibit A.
(3) The Trustee shall authenticate and deliver the Notes for original issue in an aggregate principal amount of $450,000,000 750,000,000 for the 2029 Notes and $550,000,000 for the 2049 Notes upon receipt of 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each The series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture.
(4) The Notes shall be issued in registered form without coupons.
(5) The Notes shall not have a sinking fund.
(6) The principal of the 2029 Notes shall be due on September 15March 5, 2029 and the principal of the 2049 Notes shall be due on September 15, 20492054.
(7) The outstanding principal amount of the 2029 Notes shall bear interest at the rate of 2.9505.900% per annum and the outstanding principal amount of the 2049 Notes shall bear interest at the rate of 3.875% per annumfrom March 5, in each case from September 10, 2019 2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 15 5 and September 15 5 (each, an “Interest Payment Date”), commencing on March 15September 5, 20202024, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity of the Notes, until the principal thereof is paid or made available for payment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any such interest due on an Interest Payment Date that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indenture, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.
(8) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(a9) If the 2029 Notes are redeemed, in whole at any time or in part from time to time, prior to June 15September 5, 20292053 (the “Par Call Date”), the Redemption Price for the 2029 Notes to be redeemed will be equal to the greater of: (i1)(a) 100% of the aggregate principal amount of the 2029 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on June 15, 2029 of principal of the 2029 Notes to be redeemed and (B) the payment values of the remaining scheduled payments through June 15, 2029 of principal and interest on the 2029 Notes to be redeemed (excluding accrued and unpaid interest thereon discounted to the redemption date of redemption (the “Redemption Date”) and subject to (assuming the right of Holders Notes matured on the relevant Record Date to receive interest due on the relevant Interest Payment Par Call Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 25 basis points plus, in each of the above cases, less (b) interest accrued and unpaid interest, if any, to, but excluding, such the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. If the 2029 Notes are redeemed, in whole at any time or in part from time to time, redeemed on or after June 15, 2029the Par Call Date, the Redemption Price for the 2029 Notes to be redeemed will equal 100% of the principal amount of such 2029 the Notes to be being redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, such the Redemption Date.
(b) If the 2049 Notes are redeemed, in whole at any time or in part from time to time, prior to March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2049 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on March 15, 2049 of principal of the 2049 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March 15, 2049 of interest on the 2049 Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2049 Notes are redeemed, in whole at any time or in part from time to time, on or after March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will equal 100% of the principal amount of such 2049 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Willis Towers Watson PLC)
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) There is hereby established two new The series of Securities under shall be known as the Indenture entitled “2.9508.75% Senior Notes due 2029” and “3.875% Senior Notes due 20492020”.”
(2) The Notesaggregate principal amount of Notes which may be authenticated and delivered under the Indenture (other than pursuant to Sections 3.04, including the form 3.05, 3.06, 3.09 or 11.07 of the certificate Base Indenture and other than any Notes which, pursuant to Section 3.03 of authenticationthe Base Indenture, shall be in substantially are deemed never to have been authenticated and delivered under the respective forms attached hereto as Exhibits A and B.Indenture) is $282,387,000.
(3) The Trustee shall authenticate and deliver Interest on the Notes for original issue in an aggregate principal amount of $450,000,000 for the 2029 Notes and $550,000,000 for the 2049 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture.
(4) The Notes shall be issued in registered form without coupons.
(5) The Notes shall not have a sinking fund.
(6) The principal of the 2029 Notes shall be due on September 15, 2029 and the principal of the 2049 Notes shall be due on September 15, 2049.
(7) The outstanding principal amount of the 2029 Notes shall bear interest at the rate of 2.950% per annum and the outstanding principal amount of the 2049 Notes shall bear interest at the rate of 3.875% per annum, in each case from September 10, 2019 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 15 and September 15 (each, an “Interest Payment Date”), commencing on March 15, 2020, to the Persons Person in whose names the name such Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity office of the NotesTrustee maintained for such purpose, until 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 thereof is 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 made available duly provided for paymentor, if no interest has been paid or duly provided for, from and including March 5 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 on the Notes will shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Any .
(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 due on an 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 that is not so punctually paid or duly Date; provided for further that, with respect to Notes represented by Global Securities, the Company shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close make payments of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indentureprincipal, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchangepremium, if any, on which and interest by wire transfer of immediately available funds to the Notes may be listed, and upon such notice as may be required account specified by any such exchange, all as more fully provided in the Original IndentureDepositary.
(8) 7) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(a) If the 2029 Notes are redeemedsubject to redemption, in as a whole at any time or in part from time to time, prior at the sole election of the Company, upon not less than 30 or more than 60 days’ notice by mail to June 15, 2029, the Depositary at a Redemption Price for the 2029 Notes to be redeemed will be equal to the greater of: of (i1) 100% of the aggregate their principal amount of the 2029 Notes to be redeemedamount, and (ii2) an amount equal to the sum of the present value of (A) the payment on June 15, 2029 of principal values of the 2029 Notes to be redeemed and (B) the payment of the remaining scheduled payments through June 15Remaining Scheduled Payments thereon, 2029 of interest on the 2029 Notes to be redeemed (excluding accrued and unpaid interest to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date Date, on a semi-annual semiannual basis, at the Treasury Rate plus fifty basis points (assuming 0.50%), plus in each case accrued interest thereon to the Redemption Date. In determining the Redemption Price and accrued interest, interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If money sufficient to pay the redemption price of and accrued interest on all Notes (or the portions thereof) using a discount rate equal to be redeemed on the Redemption Date is deposited with the Trustee on or before the Redemption Date and the conditions specified in Article 11 of the Base Indenture are satisfied, on and after such date interest will cease to accrue on such Notes (or such portions thereof) called for redemption. Notwithstanding any provision to the Treasury Rate plus 25 basis points plus, contrary contained in each Section 11.04 of the above casesBase Indenture, accrued any notice of redemption may, at the Company’s sole discretion, be made subject to the Company’s successful completion of a financing transaction.
(8) There shall be no provision obligating the Company to redeem or purchase the Notes pursuant to any sinking fund or analogous provisions.
(9) The Notes are issuable in fully registered form without coupons and unpaid interestin denominations of $1,000 or any integral multiple thereof.
(10) The Notes shall be denominated in, and the principal of and interest and premium, if any, toon the Notes shall be payable only in, but excluding, such Redemption Date. If the 2029 Notes are redeemed, in whole at any time or in part from time to time, on or after June 15, 2029, the United States Dollars.
(11) The Redemption Price for in respect of the 2029 Notes shall be determined as follows: that amount equal to be redeemed will equal the greater of (1) 100% of the principal amount of such 2029 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
(b) If the 2049 Notes are redeemed, in whole at any time or in part from time to time, prior to March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2049 Notes to be redeemedamount, and (ii2) an amount equal to the sum of the present value of (A) the payment on March 15, 2049 of principal values of the 2049 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March 15Remaining Scheduled Payments thereon, 2049 of interest on the 2049 Notes to be redeemed (excluding accrued and unpaid interest discounted to the Redemption Date and subject to Date, on a semiannual basis, at the right of Holders on the relevant Record Date to receive Treasury Rate plus fifty basis points (0.50%), plus in each case accrued interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment thereon to the Redemption Date Date. In determining the Redemption Price and accrued interest, interest shall be computed on a semi-annual the basis (assuming of a 360-day year consisting of twelve 30-day months.
(12) using a discount rate equal The principal of and any premium or interest on the Notes shall be payable only in United States Dollars.
(13) The entire principal amount of the Notes shall be payable upon the declaration of acceleration of the Maturity of the Notes pursuant to Section 5.02 of the Base Indenture in the manner and with the effect provided in the Base Indenture.
(14) Sections 13.02 and 13.03 of the Base Indenture shall apply to the Treasury Rate plus 30 basis points plusNotes.
(15) The Notes will be represented by one or more global securities (collectively, the “Global Securities”) registered in each the name of Cede & Co., a partnership nominee of The Depository Trust Company, New York, New York (the “Depositary”), or another nominee of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption DateDepositary. If the 2049 Notes are redeemedThe Global Securities may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. The Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Notes represented by such Global Securities to the accounts of institutions that have accounts with the Depositary or its nominee (“participants”). Ownership of beneficial interests in the Global Securities will be limited to participants or persons that may hold interests through participants. Ownership of interests in such Global Securities will be shown on, and the transfer of those ownership interests will be effected through, records maintained by the Depositary (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such Global Securities). So long as the Depositary, or its nominee, is the registered holder and owner of the Global Securities, the Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the Notes for all purposes under the Indenture. The Global Securities are exchangeable for Notes in definitive form of like tenor as such Global Securities in denominations of $1,000 and in any greater amount that is an integral multiple thereof if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Securities or if at any time or in part from time to time, on or after March 15, 2049, the Redemption Price for the 2049 Notes Depositary ceases to be redeemed will equal 100% a clearing agency registered under the Exchange Act, (ii) the Company in its discretion at any time determines not to have all of the Notes represented by the Global Securities and notifies the Trustee thereof, or (iii) an Event of Default has occurred and is continuing with respect to the Notes.
(16) The Events of Default applicable to the Notes are set forth at clauses (a), (b), (d), (e), (f) and (g) of Sections 5.01 of the Base Indenture; clause (c) of Section 5.01 of the Base Indenture shall not apply to the Notes. The following events shall constitute “Events of Default” under Section 5.01(g) of the Base Indenture:
(i) the Company or any Restricted Subsidiary fails to comply with Section 3.03 of this First Supplemental Indenture (other than a failure to purchase Notes) and such failure continues for 30 days after receipt by the Company of written notice sent by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Notes at the time Outstanding, specifying such 2049 Notes failure and requiring the same to be redeemed plus accrued remedied and unpaid intereststating that such notice is a “Notice of Default” under the Indenture; and
(ii) any Subsidiary Guarantee ceases to be in full force and effect in all material respects (except as contemplated by the terms of this First Supplemental Indenture) or any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s obligations under this First Supplemental Indenture or any Subsidiary Guarantee and such Default continues for 10 days after receipt by the Company of written notice sent by registered or certified mail, if anyto the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Notes at the time Outstanding, specifying such failure and requiring the same to be remedied and stating that such notice is a “Notice of Default” under the Indenture.
(17) Section 5.02 of the Base Indenture shall apply without variation, except that clause (c) of Section 5.01 of the Base Indenture shall not be operative with respect to, but excludingand shall not apply to, such Redemption Datethe Notes or to Section 5.02 of the Base Indenture.
(18) Sections 8.01, 8.02, 8.03, 10.05 and 10.06 of the Base Indenture shall not apply to the Notes.
(19) This First Supplemental Indenture sets forth the terms of the Notes that are not otherwise specified in the Base Indenture.
(20) The form of Global Security is attached to this First Supplemental Indenture as Exhibit A.
Appears in 1 contract
Samples: First Supplemental Indenture (Goodyear Tire & Rubber Co /Oh/)
Creation of Series; Establishment of Form. (1) There is hereby established two new series of Securities under the Indenture entitled “2.9504.500% Senior Notes due 20292028” and “3.8755.050% Senior Notes due 20492048.”
(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 $450,000,000 600,000,000 for the 2029 2028 Notes and $550,000,000 400,000,000 for the 2049 2048 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture.
(4) The Notes shall be issued in registered form without coupons.
(5) The Notes shall not have a sinking fund.
(6) The principal of the 2029 2028 Notes shall be due on September 15, 2029 2028 and the principal of the 2049 2048 Notes shall be due on September 15, 20492048.
(7) The outstanding principal amount of the 2029 2028 Notes shall bear interest at the rate of 2.9504.500% per annum and the outstanding principal amount of the 2049 2048 Notes shall bear interest at the rate of 3.8755.050% per annum, in each case from September 10, 2019 2018 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 15 and September 15 (each, an “Interest Payment Date”), commencing on March 15, 20202019, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity of the Notes, until the principal thereof is paid or made available for payment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any such interest due on an Interest Payment Date that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indenture, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.
(8) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(a) If the 2029 2028 Notes are redeemed, in whole at any time or in part from time to time, prior to June 15, 20292028, the Redemption Price for the 2029 2028 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2029 2028 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on June 15, 2029 2028 of principal of the 2029 2028 Notes to be redeemed and (B) the payment of the remaining scheduled payments through June 15, 2029 2028 of interest on the 2029 2028 Notes to be redeemed (excluding accrued and unpaid interest to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 25 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2029 2028 Notes are redeemed, in whole at any time or in part from time to time, on or after June 15, 20292028, the Redemption Price for the 2029 2028 Notes to be redeemed will equal 100% of the principal amount of such 2029 2028 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
(b) If the 2049 2048 Notes are redeemed, in whole at any time or in part from time to time, prior to March 15, 20492048, the Redemption Price for the 2049 2048 Notes to be redeemed will be equal to the greater of: (i) 100% of the aggregate principal amount of the 2049 2048 Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on March 15, 2049 2048 of principal of the 2049 2048 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March 15, 2049 2048 of interest on the 2049 2048 Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2049 2048 Notes are redeemed, in whole at any time or in part from time to time, on or after March 15, 20492048, the Redemption Price for the 2049 2048 Notes to be redeemed will equal 100% of the principal amount of such 2049 2048 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date.
Appears in 1 contract
Samples: Third Supplemental Indenture (Willis Towers Watson PLC)
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) There is hereby established two new The series of Securities under shall be known as the Indenture entitled “2.9508.75% Senior Notes due 2029” and “3.875% Senior Notes due 20492020”.”
(2) The Notesaggregate principal amount of Notes which may be authenticated and delivered under the Indenture (other than pursuant to Sections 3.04, including the form 3.05, 3.06, 3.09 or 11.07 of the certificate Base Indenture and other than any Notes which, pursuant to Section 3.03 of authenticationthe Base Indenture, shall be in substantially are deemed never to have been authenticated and delivered under the respective forms attached hereto as Exhibits A and B.Indenture) is $[•].
(3) The Trustee shall authenticate and deliver Interest on the Notes for original issue in an aggregate principal amount of $450,000,000 for the 2029 Notes and $550,000,000 for the 2049 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 of the Original Indenture. Any additional Notes of either series subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture. Each series of Notes issued originally hereunder, together with any additional Notes of such series subsequently issued, shall be treated as a single series for purposes of the Indenture.
(4) The Notes shall be issued in registered form without coupons.
(5) The Notes shall not have a sinking fund.
(6) The principal of the 2029 Notes shall be due on September 15, 2029 and the principal of the 2049 Notes shall be due on September 15, 2049.
(7) The outstanding principal amount of the 2029 Notes shall bear interest at the rate of 2.950% per annum and the outstanding principal amount of the 2049 Notes shall bear interest at the rate of 3.875% per annum, in each case from September 10, 2019 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 15 and September 15 (each, an “Interest Payment Date”), commencing on March 15, 2020, to the Persons Person in whose names the name such Notes are registered at the close of business on the Regular Record Date (as defined in Section 1.02) for such interest and at the Stated Maturity office of the NotesTrustee maintained for such purpose, until 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 thereof is paid or made available for payment. Interest on amount of the Notes will shall be computed payable on August 15, 2020 (the basis of a 360-day year comprised of twelve 30-day months. Any such “Stated Maturity”).
(5) The interest due on an Interest Payment Date that is not so punctually 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 forthwith cease to be payable to on each February 15 and August 15, commencing August 15, 2010 (“Interest Payment Dates”) and the Holders on such Regular Record Date in respect of each Interest Payment Date shall be the February 1 immediately preceding a February 15 Interest Payment Date and may either the August 1 immediately preceding an August 15 Interest Payment Date. Interest will be paid 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 or Persons entitled thereto as such address shall appear in whose name the Notes are registered Security Register at the close relevant Interest Payment Date; provided further that, with respect to Notes represented by Global Securities, the Company shall make payments of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer pursuant to Section 3.07 of the Original Indentureprincipal, notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchangepremium, if any, on which and interest by wire transfer of immediately available funds to the Notes may be listed, and upon such notice as may be required account specified by any such exchange, all as more fully provided in the Original IndentureDepositary.
(8) 7) The Notes shall be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(a) If the 2029 Notes are redeemedsubject to redemption, in as a whole at any time or in part from time to time, prior at the sole election of the Company, upon not less than 30 or more than 60 days’ notice by mail to June 15, 2029, the Depositary at a Redemption Price for the 2029 Notes to be redeemed will be equal to the greater ofof (1) 100% of their principal amount, and (2) the sum of the present values of the Remaining Scheduled Payments thereon, discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate plus fifty basis points (0.50%), plus in each case accrued interest thereon to the Redemption Date. In determining the Redemption Price and accrued interest, interest shall be computed as provided in Section 3.10 of the Base Indenture. If money sufficient to pay the redemption price of and accrued interest on all Notes (or the portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee on or before the Redemption Date and the conditions specified in Article 11 of the Base Indenture are satisfied, on and after such date interest will cease to accrue on such Notes (or such portions thereof) called for redemption. Notwithstanding any provision to the contrary contained in Section 11.04 of the Base Indenture, any notice of redemption may, at the Company’s sole discretion, be made subject to the Company’s successful completion of a financing transaction.
(8) There shall be no provision obligating the Company to redeem or purchase the Notes pursuant to any sinking fund or analogous provisions.
(9) The Notes are issuable in fully registered form without coupons and in denominations of $1,000 or any integral multiple thereof.
(10) The Notes shall be denominated in, and the principal of and interest and premium, if any, on the Notes shall be payable only in, United States Dollars.
(11) The Redemption Price in respect of the Notes shall be determined as follows: that amount equal to the greater of (i1) 100% of the aggregate principal amount of the 2029 Notes to be redeemedamount, and (ii2) an amount equal to the sum of the present value of (A) the payment on June 15, 2029 of principal values of the 2029 Notes to be redeemed and (B) the payment of the remaining scheduled payments through June 15Remaining Scheduled Payments thereon, 2029 of interest on the 2029 Notes to be redeemed (excluding accrued and unpaid interest to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to semiannual basis, at the Treasury Rate plus 25 fifty basis points plus(0.50%), plus in each of case accrued interest thereon to the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2029 Notes are redeemed, in whole at any time or in part from time to time, on or after June 15, 2029, In determining the Redemption Price for the 2029 Notes to and accrued interest, interest shall be redeemed will equal 100% computed as provided in Section 3.10 of the principal amount of such 2029 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, such Redemption DateBase Indenture.
(b12) If The principal of and any premium or interest on the 2049 Notes are redeemed, shall be payable only in whole at any time or in part from time to time, prior to March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will be equal to the greater of: United States Dollars.
(i13) 100% of the aggregate The entire principal amount of the 2049 Notes shall be payable upon the declaration of acceleration of the Maturity of the Notes pursuant to Section 5.02 of the Base Indenture in the manner and with the effect provided in the Base Indenture.
(14) Sections 13.02 and 13.03 of the Base Indenture shall apply to the Notes.
(15) The Notes will be represented by one or more global securities (collectively, the “Global Securities”) registered in the name of Cede & Co., a partnership nominee of The Depository Trust Company, New York, New York (the “Depositary”), or another nominee of the Depositary. The Global Securities may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. The Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Notes represented by such Global Securities to the accounts of institutions that have accounts with the Depositary or its nominee (“participants”). Ownership of beneficial interests in the Global Securities will be limited to participants or persons that may hold interests through participants. Ownership of interests in such Global Securities will be shown on, and the transfer of those ownership interests will be effected through, records maintained by the Depositary (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such Global Securities). So long as the Depositary, or its nominee, is the registered holder and owner of the Global Securities, the Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the Notes for all purposes under the Indenture. The Global Securities are exchangeable for Notes in definitive form of like tenor as such Global Securities in denominations of $1,000 and in any greater amount that is an integral multiple thereof if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Securities or if at any time the Depositary ceases to be redeemeda clearing agency registered under the Exchange Act, and (ii) an amount equal to the sum of the present value of (A) the payment on March 15, 2049 of principal of the 2049 Notes to be redeemed and (B) the payment of the remaining scheduled payments through March 15, 2049 of interest on the 2049 Notes to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points plus, Company in each of the above cases, accrued and unpaid interest, if any, to, but excluding, such Redemption Date. If the 2049 Notes are redeemed, in whole its discretion at any time or in part from time determines not to time, on or after March 15, 2049, the Redemption Price for the 2049 Notes to be redeemed will equal 100% have all of the Notes represented by the Global Securities and notifies the Trustee thereof, or (iii) an Event of Default has occurred and is continuing with respect to the Notes.
(16) The Events of Default applicable to the Notes are set forth at clauses (a), (b), (d), (e), (f) and (g) of Sections 5.01 of the Base Indenture; clause (c) of Section 5.01 of the Base Indenture shall not apply to the Notes. The following events shall constitute “Events of Default” under Section 5.01(g) of the Base Indenture:
(i) the Company or any Restricted Subsidiary fails to comply with Section 3.03 of this First Supplemental Indenture (other than a failure to purchase Notes) and such failure continues for 30 days after receipt by the Company of written notice sent by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Notes at the time Outstanding, specifying such 2049 Notes failure and requiring the same to be redeemed plus accrued remedied and unpaid intereststating that such notice is a “Notice of Default” under the Indenture; and
(ii) any Subsidiary Guarantee ceases to be in full force and effect in all material respects (except as contemplated by the terms of this First Supplemental Indenture) or any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s obligations under this First Supplemental Indenture or any Subsidiary Guarantee and such Default continues for 10 days after receipt by the Company of written notice sent by registered or certified mail, if anyto the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Notes at the time Outstanding, specifying such failure and requiring the same to be remedied and stating that such notice is a “Notice of Default” under the Indenture.
(17) Section 5.02 of the Base Indenture shall apply without variation, except that clause (c) of Section 5.01 of the Base Indenture shall not be operative with respect to, but excludingand shall not apply to, such Redemption Datethe Notes or to Section 5.02 of the Base Indenture.
(18) Sections 8.01, 8.02, 8.03, 10.05 and 10.06 of the Base Indenture shall not apply to the Notes.
(19) This First Supplemental Indenture sets forth the terms of the Notes that are not otherwise specified in the Base Indenture.
(20) The form of Global Security is attached to this First Supplemental Indenture as Exhibit A.
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Samples: First Supplemental Indenture (Goodyear Export Inc.)