DDR Corp. an Ohio corporation (the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010, the eleventh supplemental indenture, dated as of August 12, 2010, the twelfth supplemental indenture, dated as of November 5, 2010, the thirteenth supplemental indenture, dated as of March 7, 2011, the fourteenth supplemental indenture, dated as of June 22, 2012, the fifteenth supplemental indenture, dated as of November 27, 2012, the sixteenth supplemental indenture, dated as of May 23, 2013, the seventeenth supplemental indenture, dated as of November 26, 2013, the eighteenth supplemental
Appears in 2 contracts
Samples: Underwriting Agreement (DDR Corp), Underwriting Agreement (DDR Corp)
DDR Corp. an Ohio corporation 4.700% Notes Due 2027 This Note is one of a duly authorized issue of securities of the Company (herein called the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time issued and to time, be issued in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued series under an indenture Indenture, dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, First Supplemental Indenture dated as of May 10, 1995, the second supplemental indenture, Second Supplemental Indenture dated as of July 18, 2003, the third supplemental indenture, Third Supplemental Indenture dated as of January 23, 2004, the fourth supplemental indenture, Fourth Supplemental Indenture dated as of April 22, 2004, the fifth supplemental indenture, Fifth Supplemental Indenture dated as of April 28, 2005, the sixth supplemental indenture, Sixth Supplemental Indenture dated as of October 7, 2005, the seventh supplemental indenture, Seventh Supplemental Indenture dated as of August 28, 2006, the eighth supplemental indenture, Eighth Supplemental Indenture dated as of March 13, 2007, the ninth supplemental indenture, Ninth Supplemental Indenture dated as of September 30, 2009, the tenth supplemental indenture, Tenth Supplemental Indenture dated as of March 19, 2010, the eleventh supplemental indenture, Eleventh Supplemental Indenture dated as of August 12, 2010, the twelfth supplemental indenture, Twelfth Supplemental Indenture dated as of November 5, 2010, the thirteenth supplemental indenture, Thirteenth Supplemental Indenture dated as of March 7, 2011, the fourteenth supplemental indenture, Fourteenth Supplemental Indenture dated as of June 22, 2012, the fifteenth supplemental indenture, Fifteenth Supplemental Indenture dated as of November 27, 2012, the sixteenth supplemental indenture, Sixteenth Supplemental Indenture dated as of May 23, 2013, the seventeenth supplemental indenture, Seventeenth Supplemental Indenture dated as of November 26, 2013, the eighteenth supplementalEighteenth Supplemental Indenture dated as of January 22, 2015, the Nineteenth Supplemental Indenture dated as of October 21, 2015 and the Twentieth Supplemental Indenture dated as of May 26, 2017 (herein called the “Indenture”), between the Company and U.S. Bank National Association, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the duly authorized series of Securities designated as “4.700% Notes Due 2027” (collectively, the “Notes”), and the aggregate principal amount of the Notes to be issued under such series is limited to $450,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes). The Company may, without the consent of the Holders of any Securities, create and issue additional notes in the future having the same terms other than the date of original issuance, the issue price and the date on which interest begins to accrue so as to form a single series with the Notes. No additional notes may be issued if an Event of Default has occurred with respect to the Notes. The Notes are the unsecured and unsubordinated obligations of the Company and rank equally with all existing and future unsecured and unsubordinated indebtedness of the Company. All terms used but not defined in this Note shall have the meanings assigned to such terms in the Indenture. If an Event of Default shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Company may redeem the Notes at its option, at any time prior to the Maturity Date, in whole or from time to time in part, at a Redemption Price equal to the greater of (a) 100% of the principal amount of the Notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest through the Maturity Date on the Notes being redeemed (not including the portion of any payments of interest accrued to the Redemption Date) assuming that such Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus, in each case, any interest accrued but not paid to the Redemption Date; provided however, that if the Company redeems the Notes on or after the Par Call Date, the Redemption Price will equal 100% of the principal amount of the Notes being redeemed plus any interest accrued but not paid to the Redemption Date. For the avoidance of doubt, any calculation of the remaining scheduled payments of principal and interest pursuant to the preceding sentence shall not include interest accrued as of the applicable Redemption Date.
Appears in 1 contract
DDR Corp. an Ohio corporation 3.900% Notes Due 2024 This Note is one of a duly authorized issue of securities of the Company (herein called the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time issued and to time, be issued in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued series under an indenture Indenture, dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, First Supplemental Indenture dated as of May 10, 1995, the second supplemental indenture, Second Supplemental Indenture dated as of July 18, 2003, the third supplemental indenture, Third Supplemental Indenture dated as of January 23, 2004, the fourth supplemental indenture, Fourth Supplemental Indenture dated as of April 22, 2004, the fifth supplemental indenture, Fifth Supplemental Indenture dated as of April 28, 2005, the sixth supplemental indenture, Sixth Supplemental Indenture dated as of October 7, 2005, the seventh supplemental indenture, Seventh Supplemental Indenture dated as of August 28, 2006, the eighth supplemental indenture, Eighth Supplemental Indenture dated as of March 13, 2007, the ninth supplemental indenture, Ninth Supplemental Indenture dated as of September 30, 2009, the tenth supplemental indenture, Tenth Supplemental Indenture dated as of March 19, 2010, the eleventh supplemental indenture, Eleventh Supplemental Indenture dated as of August 12, 2010, the twelfth supplemental indenture, Twelfth Supplemental Indenture dated as of November 5, 2010, the thirteenth supplemental indenture, Thirteenth Supplemental Indenture dated as of March 7, 2011, the fourteenth supplemental indenture, Fourteenth Supplemental Indenture dated as of June 22, 2012, the fifteenth supplemental indenture, Fifteenth Supplemental Indenture dated as of November 27, 2012, the sixteenth supplemental indenture, Sixteenth Supplemental Indenture dated as of May 23, 2013, the seventeenth supplemental indenture, Seventeenth Supplemental Indenture dated as of November 26, 2013, the eighteenth supplementalEighteenth Supplemental Indenture dated as of January 22, 2015, the Nineteenth Supplemental Indenture dated as of October 21, 2015, the Twentieth Supplemental Indenture dated as of May 26, 2017 and the Twenty-First Supplemental Indenture dated as of August 16, 2017 (herein called the “Indenture”), between the Company and U.S. Bank National Association, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the duly authorized series of Securities designated as “3.900% Notes Due 2024” (collectively, the “Notes”), and the aggregate principal amount of the Notes to be issued under such series is limited to $350,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes). The Company may, without the consent of the Holders of any Securities, create and issue additional notes in the future having the same terms other than the date of original issuance, the issue price and the date on which interest begins to accrue so as to form a single series with the Notes. No additional notes may be issued if an Event of Default has occurred with respect to the Notes. The Notes are the unsecured and unsubordinated obligations of the Company and rank equally with all existing and future unsecured and unsubordinated indebtedness of the Company. All terms used but not defined in this Note shall have the meanings assigned to such terms in the Indenture. If an Event of Default shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Company may redeem the Notes at its option, at any time prior to the Maturity Date, in whole or from time to time in part, at a Redemption Price equal to the greater of (a) 100% of the principal amount of the Notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest through the Maturity Date on the Notes being redeemed (not including the portion of any payments of interest accrued to the Redemption Date) assuming that such Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in each case, any interest accrued but not paid to the Redemption Date; provided however, that if the Company redeems the Notes on or after the Par Call Date, the Redemption Price will equal 100% of the principal amount of the Notes being redeemed plus any interest accrued but not paid to the Redemption Date. For the avoidance of doubt, any calculation of the remaining scheduled payments of principal and interest pursuant to the preceding sentence shall not include interest accrued as of the applicable Redemption Date.
Appears in 1 contract
DDR Corp. an Ohio corporation 4.250% Notes Due 2026 This Note is one of a duly authorized issue of securities of the Company (herein called the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time issued and to time, be issued in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued series under an indenture Indenture, dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, First Supplemental Indenture dated as of May 10, 1995, the second supplemental indenture, Second Supplemental Indenture dated as of July 18, 2003, the third supplemental indenture, Third Supplemental Indenture dated as of January 23, 2004, the fourth supplemental indenture, Fourth Supplemental Indenture dated as of April 22, 2004, the fifth supplemental indenture, Fifth Supplemental Indenture dated as of April 28, 2005, the sixth supplemental indenture, Sixth Supplemental Indenture dated as of October 7, 2005, the seventh supplemental indenture, Seventh Supplemental Indenture dated as of August 28, 2006, the eighth supplemental indenture, Eighth Supplemental Indenture dated as of March 13, 2007, the ninth supplemental indenture, Ninth Supplemental Indenture dated as of September 30, 2009, the tenth supplemental indenture, Tenth Supplemental Indenture dated as of March 19, 2010, the eleventh supplemental indenture, Eleventh Supplemental Indenture dated as of August 12, 2010, the twelfth supplemental indenture, Twelfth Supplemental Indenture dated as of November 5, 2010, the thirteenth supplemental indenture, Thirteenth Supplemental Indenture dated as of March 7, 2011, the fourteenth supplemental indenture, Fourteenth Supplemental Indenture dated as of June 22, 2012, the fifteenth supplemental indenture, Fifteenth Supplemental Indenture dated as of November 27, 2012, the sixteenth supplemental indenture, Sixteenth Supplemental Indenture dated as of May 23, 2013, the seventeenth supplemental indenture, Seventeenth Supplemental Indenture dated as of November 26, 2013, the eighteenth supplementalEighteenth Supplemental Indenture dated as of January 22, 2015 and the Nineteenth Supplemental Indenture dated as of October 21, 2015 (herein called the “Indenture”), between the Company and U.S. Bank National Association, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the duly authorized series of Securities designated as “4.250% Notes Due 2026” (collectively, the “Notes”), and the aggregate principal amount of the Notes to be issued under such series is limited to $400,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes). The Company may, without the consent of the Holders of any Securities, create and issue additional notes in the future having the same terms other than the date of original issuance, the issue price and the date on which interest begins to accrue so as to form a single series with the Notes. No additional notes may be issued if an Event of Default has occurred with respect to the Notes. The Notes are the unsecured and unsubordinated obligations of the Company and rank equally with all existing and future unsecured and unsubordinated indebtedness of the Company. All terms used but not defined in this Note shall have the meanings assigned to such terms in the Indenture. If an Event of Default shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Company may redeem the Notes at its option, at any time prior to the Maturity Date, in whole or from time to time in part, at a Redemption Price equal to the greater of (a) 100% of the principal amount of the Notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest through the Maturity Date on the Notes being redeemed (not including the portion of any payments of interest accrued to the Redemption Date) discounted to the Par Call Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus, in each case, any interest accrued but not paid to the Redemption Date; provided however, that if the Company redeems the Notes on or after the Par Call Date, the Redemption Price will equal 100% of the principal amount of the Notes being redeemed plus any interest accrued but not paid to the Redemption Date. For the avoidance of doubt, any calculation of the remaining scheduled payments of principal and interest pursuant to the preceding sentence shall not include interest accrued as of the applicable Redemption Date.
Appears in 1 contract
DDR Corp. an Ohio corporation (the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010, the eleventh supplemental indenture, dated as of August 12, 2010, the twelfth supplemental indenture, dated as of November 5, 2010, the thirteenth supplemental indenture, dated as of March 7, 2011, the fourteenth supplemental indenture, dated as of June 22, 2012, the fifteenth supplemental indenture, dated as of November 27, 2012, the sixteenth supplemental indenture, dated as of May 23, 2013, the seventeenth supplemental indenture, dated as of November 26, 20132013 (such indenture, as amended and supplemented, the “Base Indenture”), and the eighteenth supplementalsupplemental indenture, dated on or prior to the Closing Time (as hereinafter defined) (the “Eighteenth Supplemental Indenture,” and together with the Base Indenture, the “Senior Indenture”) between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)), as trustee (the “Senior Trustee”), and the Subordinated Securities will be issued under an indenture dated as of May 1, 1994 (the “Subordinated Indenture”) between the
Appears in 1 contract
Samples: Underwriting Agreement (DDR Corp)
DDR Corp. an Ohio corporation (the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010, the eleventh supplemental indenture, dated as of August 12, 2010, the twelfth supplemental indenture, dated as of November 5, 2010, the thirteenth supplemental indenture, dated as of March 7, 2011, the fourteenth supplemental indenture, dated as of June 22, 2012, the fifteenth supplemental indenture, dated as of November 27, 20122012 (such indenture, as amended and supplemented, the “Base Indenture”), and the sixteenth supplemental indenture, dated on or prior to the Closing Time (as hereinafter defined) (the “Sixteenth Supplemental Indenture,” and together with the Base Indenture, the “Senior Indenture”) between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)), as trustee (the “Senior Trustee”), and the Subordinated Securities will be issued under an indenture dated as of May 231, 2013, the seventeenth supplemental indenture, dated as of November 26, 2013, the eighteenth supplemental1994
Appears in 1 contract
Samples: Underwriting Agreement (DDR Corp)
DDR Corp. an Ohio corporation (the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010, the eleventh supplemental indenture, dated as of August 12, 2010, the twelfth supplemental indenture, dated as of November 5, 2010, the thirteenth supplemental indenture, dated as of March 7, 2011, the fourteenth supplemental indenture, dated as of June 22, 2012, the fifteenth supplemental indenture, dated as of November 27, 2012, the sixteenth supplemental indenture, dated as of May 23, 20132013 (such indenture, as amended and supplemented, the “Base Indenture”), and the seventeenth supplemental indenture, dated on or prior to the Closing Time (as of November 26, 2013hereinafter defined) (the “Seventeenth Supplemental Indenture,” and together with the Base Indenture, the eighteenth supplemental“Senior Indenture”) between the Company and U.S. Bank National Association (as successor to U.S. Bank
Appears in 1 contract
Samples: Underwriting Agreement (DDR Corp)
DDR Corp. an Ohio corporation (the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010, the eleventh supplemental indenture, dated as of August 12, 2010, the twelfth supplemental indenture, dated as of November 5, 2010, the thirteenth supplemental indenture, dated as of March 7, 20112011 (such indenture, as amended and supplemented, the “Base Indenture”), and the fourteenth supplemental indenture, dated on or prior to the Closing Time (as of June 22, 2012hereinafter defined) (the “Fourteenth Supplemental Indenture,” and together with the Base Indenture, the fifteenth supplemental indenture“Senior Indenture”) between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)), dated as of November 27trustee (the “Senior Trustee”), 2012, and the sixteenth supplemental indenture, Subordinated Securities will be issued under an indenture dated as of May 231, 20131994 (the “Subordinated Indenture”) between the Company and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as trustee (the seventeenth supplemental indenture“Subordinated Trustee”). The term “Trustee” as used herein shall refer to either the Senior Trustee or the Subordinated Trustee, dated as of November 26appropriate, 2013, the eighteenth supplementalfor Senior Securities or Subordinated Securities. The Senior Indenture
Appears in 1 contract
Samples: Underwriting Agreement (DDR Corp)
DDR Corp. an Ohio corporation (the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010, the eleventh supplemental indenture, dated as of August 12, 2010, the twelfth supplemental indenture, dated as of November 5, 2010, the thirteenth supplemental indenture, dated as of March 7, 2011, the fourteenth supplemental indenture, dated as of June 22, 20122012 (such indenture, as amended and supplemented, the “Base Indenture”), and the fifteenth supplemental indenture, dated on or prior to the Closing Time (as of November 27, 2012hereinafter defined) (the “Fifteenth Supplemental Indenture,” and together with the Base Indenture, the sixteenth supplemental indenture“Senior Indenture”) between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)), as trustee (the “Senior Trustee”), and the Subordinated Securities will be issued under an indenture dated as of May 231, 20131994 (the “Subordinated Indenture”) between the Company and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as trustee (the seventeenth supplemental indenture, dated as of November 26, 2013, the eighteenth supplemental“Subordinated
Appears in 1 contract
Samples: Underwriting Agreement (DDR Corp)
DDR Corp. an Ohio corporation (the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010, the eleventh supplemental indenture, dated as of August 12, 2010, the twelfth supplemental indenture, dated as of November 5, 2010, the thirteenth supplemental indenture, dated as of March 7, 2011, the fourteenth supplemental indenture, dated as of June 22, 2012, the fifteenth supplemental indenture, dated as of November 27, 2012, the sixteenth supplemental indenture, dated as of May 23, 2013, the seventeenth supplemental indenture, dated as of November 26, 2013, the eighteenth supplemental,
Appears in 1 contract
Samples: Underwriting Agreement (DDR Corp)
DDR Corp. an Ohio corporation 3.625% Notes Due 2025 This Note is one of a duly authorized issue of securities of the Company (herein called the “Company”), proposes to issue and sell its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time issued and to time, be issued in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued series under an indenture Indenture, dated as of May 1, 1994, as amended and supplemented by the first supplemental indenture, First Supplemental Indenture dated as of May 10, 1995, the second supplemental indenture, Second Supplemental Indenture dated as of July 18, 2003, the third supplemental indenture, Third Supplemental Indenture dated as of January 23, 2004, the fourth supplemental indenture, Fourth Supplemental Indenture dated as of April 22, 2004, the fifth supplemental indenture, Fifth Supplemental Indenture dated as of April 28, 2005, the sixth supplemental indenture, Sixth Supplemental Indenture dated as of October 7, 2005, the seventh supplemental indenture, Seventh Supplemental Indenture dated as of August 28, 2006, the eighth supplemental indenture, Eighth Supplemental Indenture dated as of March 13, 2007, the ninth supplemental indenture, Ninth Supplemental Indenture dated as of September 30, 2009, the tenth supplemental indenture, Tenth Supplemental Indenture dated as of March 19, 2010, the eleventh supplemental indenture, Eleventh Supplemental Indenture dated as of August 12, 2010, the twelfth supplemental indenture, Twelfth Supplemental Indenture dated as of November 5, 2010, the thirteenth supplemental indenture, Thirteenth Supplemental Indenture dated as of March 7, 2011, the fourteenth supplemental indenture, Fourteenth Supplemental Indenture dated as of June 22, 2012, the fifteenth supplemental indenture, Fifteenth Supplemental Indenture dated as of November 27, 2012, the sixteenth supplemental indenture, Sixteenth Supplemental Indenture dated as of May 23, 2013, the seventeenth supplemental indenture, Seventeenth Supplemental Indenture dated as of November 26, 2013, and the eighteenth supplementalEighteenth Supplemental Indenture dated as of January 22, 2015 (herein called the “Indenture”), between the Company and U.S. Bank National Association, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the duly authorized series of Securities designated as “3.625% Notes Due 2025” (collectively, the “Notes”), and the aggregate principal amount of the Notes to be issued under such series is limited to (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes). The Company may, without the consent of the Holders of any Securities, create and issue additional notes in the future having the same terms other than the date of original issuance, the issue price and the date on which interest begins to accrue so as to form a single series with the Notes. No additional notes may be issued if an Event of Default has occurred with respect to the Notes. The Notes are the unsecured and unsubordinated obligations of the Company and rank equally with all existing and future unsecured and unsubordinated indebtedness of the Company. All terms used but not defined in this Note shall have the meanings assigned to such terms in the Indenture. If an Event of Default shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Company may redeem the Notes at its option, at any time prior to the Maturity Date, in whole or from time to time in part, at a Redemption Price equal to the greater of (a) 100% of the principal amount of the Notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest through the Maturity Date on the Notes being redeemed (not including the portion of any payments of interest accrued to the Redemption Date) discounted to the Par Call Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in each case, any interest accrued but not paid to the Redemption Date; provided however, that if the Company redeems the Notes on or after the Par Call Date, the Redemption Price will equal 100% of the principal amount of the Notes being redeemed plus any interest accrued but not paid to the Redemption Date. For the avoidance of doubt, any calculation of the remaining scheduled payments of principal and interest pursuant to the preceding sentence shall not include interest accrued as of the applicable Redemption Date.
Appears in 1 contract
Samples: Supplemental Indenture (DDR Corp)