Common use of Establishment of Series Clause in Contracts

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375% Convertible Senior Notes due 2023, Series B" to be issued in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture. (b) The 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notes, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes shall not be secured by a security interest in any property. (e) The 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V hereof. (f) The 2023 Notes shall be convertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes shall include the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental Indenture.

Appears in 2 contracts

Samples: Supplemental Indenture (CMS Energy Corp), Supplemental Indenture (CMS Energy Corp)

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Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3757.75% Convertible Senior Notes due 2023, Series B2010" to be issued in an initial aggregate principal amount of up to $150,000,000300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 2010 Notes, and, if no interest has been paid, from December 16September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 2010 Notes. Such additional Securities shall be part of the same series as the 2023 2010 Notes. The Stated Maturity of the 2023 2010 Notes is July 15August 1, 20232010; the principal amount of the 2023 2010 Notes shall be payable on such date unless the 2023 2010 Notes are earlier redeemed, redeemed or purchased or converted in accordance with the terms of the Indenture. (b) The 2023 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 2010 Notes, at the rate of 3.3757.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2010 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2010 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day of preceding the calendar month in which such relevant Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2010 Notes shall not be secured by a security interest in any property. (e) The 2023 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V III hereof. (f) The 2023 2010 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2010 Notes shall include the events specified in Article VIII V of this Sixteenth Fifteenth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Fifteenth Supplemental Indenture.

Appears in 2 contracts

Samples: Supplemental Indenture (CMS Energy Corp), Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375% Convertible Senior Notes due 2023, Series B" to be issued in an initial aggregate principal amount of $150,000,000 (except that such amount shall be increased to an amount up to $150,000,000200,000,000 to the extent of any exercise by the Initial Purchasers of their option to purchase additional 2023 Notes). Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December July 16, 20042003), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture. (b) The 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes shall not be secured by a security interest in any property. (e) The 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V hereof. (f) The 2023 Notes shall be convertible in accordance with the terms of this Sixteenth Thirteenth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes shall include the events specified in Article VIII of this Sixteenth Thirteenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Thirteenth Supplemental Indenture.

Appears in 2 contracts

Samples: Supplemental Indenture (Consumers Energy Co), Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375% Convertible “Floating Rate Senior Notes due 2023, Series B" 2013” to be issued in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 2013 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 2013 Notes, and, if no interest has been paid, from December 16July 3, 20042007), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 2013 Notes. Such additional Securities shall be part of the same series as the 2023 2013 Notes. The Stated Maturity Maturity” of the 2023 2013 Notes is July January 15, 20232013; the principal amount of the 2023 2013 Notes shall be payable on such date unless the 2023 2013 Notes are earlier redeemed, redeemed or purchased or converted in accordance with the terms of the Indenture. (b) The 2023 2013 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for, quarterly on each Interest Payment Date at a floating rate of interest equal to the Three-Month LIBOR Rate as of each Interest Determination Date plus 0.95%, except that the interest rate for on the interest period from and including the Original 2023 NotesIssue Date to but excluding October 15, at 2007 will be equal to 6.31000%, with interest for subsequent periods calculated and reset quarterly as described in the rate of 3.375% per annum stated therein Indenture, until the principal thereof is paid or made available for payment. ; provided, that any principal, and any such installment of interest, that is overdue shall bear interest at the Three-Month LIBOR Rate as of each Interest will Determination Date plus 0.95% and reset quarterly, calculated as described in the Indenture (to the extent that the payment of such interest shall be permitted under Michigan law as the same may be modified by United States law of general application, up to a maximum of 12% per annum), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Note in Section 2.03 hereofdemand. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2013 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day of prior to the calendar month in which such relevant Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity; provided, however, that, so long as the 2013 Notes are registered in the name of DTC, its nominee or a successor depositary, the Record Date for interest payable on any Interest Payment Date shall be the close of business on the Business Day immediately preceding such Interest Payment Date for the 2013 Notes so registered. (d) The payment of the principal of, premium (if any) and interest on the 2023 2013 Notes shall not be secured by a security interest in any property. (e) The 2023 2013 Notes shall be redeemable at the option of the Issuer, in whole or in part, on July 15, 2009 or any Interest Payment Date thereafter, upon not less than 30, nor more than 60 days notice at a redemption price equal to 100% of the principal amount of such 2013 Notes being redeemed, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2013 Notes plus accrued interest, if any, thereon to the redemption date. The 2013 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V III hereof. (f) The 2023 2013 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2013 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2013 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2013 Notes shall include the events specified in Article VIII V of this Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental Indenture.Twenty-First

Appears in 1 contract

Samples: Supplemental Indenture (Consumers Energy Co)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3758.50% Convertible Senior Notes due 2023, Series BDue 2011" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes350,000,000. The Stated Maturity of the 2023 2011 Notes is July April 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2011. (b) The 2023 2011 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3758.50% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2011 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2011 Note payable on any Interest Payment Date (other than at Maturity) which shall be the 1st day of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2011 Notes shall not be secured by a security interest in any property. (e) The 2023 2011 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days' notice at a redemption price equal to 100% of the principal amount of such 2011 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2011 Notes plus accrued interest to the redemption date. The 2011 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 3.01 and Article V 4.06 hereof. (f) The 2023 2011 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2011 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2011 Notes held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2011 Notes shall include the events specified in Article VIII Five of this Sixteenth Eleventh Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2011 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Four hereto.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3757.5% Convertible Senior Notes due 2023, Series BDue 2009" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes480,000,000. The Stated Maturity of the 2023 2009 Notes is July January 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2009. (b) The 2023 2009 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3757.5% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2009 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2009 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day (whether or not a Business Day) of the calendar month preceding the month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2009 Notes shall not be secured by a security interest in any property. (e) The 2023 2009 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, upon not less than 30 days' notice to the Holders of the Notes at a redemption price equal to 100% of the principal amount of such 2009 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2009 Notes plus accrued interest to the redemption date. The 2009 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 3.01 and Article V 4.06 hereof. (f) The 2023 2009 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2009 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2009 Notes held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2009 Notes shall include the events specified in Article VIII Five of this Sixteenth Seventh Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2009 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Four hereto.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Consumers Energy Co)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375“6.875% Convertible Senior Notes due 2023, Series B" 2015” to be issued in an initial aggregate principal amount of up to $150,000,000125,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 2015 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 2015 Notes, and, if no interest has been paid, from December 1613, 20042005), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 2015 Notes. Such additional Securities shall be part of the same series as the 2023 2015 Notes. The Stated Maturity of the 2023 2015 Notes is July December 15, 20232015; the principal amount of the 2023 2015 Notes shall be payable on such date unless the 2023 2015 Notes are earlier redeemed, redeemed or purchased or converted in accordance with the terms of the Indenture. (b) The 2023 2015 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3756.875% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2015 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2015 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day of prior to the calendar month in which such relevant Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2015 Notes shall not be secured by a security interest in any property. (e) The 2023 2015 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30, nor more than 60 days notice at a redemption price equal to 100% of the principal amount of such 2015 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2015 Notes plus accrued interest, if any, thereon to the redemption date. The 2015 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V III hereof. (f) The 2023 2015 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2015 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2015 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2015 Notes shall include the events specified in Article VIII V of this Sixteenth Nineteenth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2015 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Nineteenth Supplemental Indenture.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3758-1/8% Convertible Senior Unsecured Notes due 2023, Series BDue 2002" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes350,000,000. The Stated Maturity of the 2023 2002 Notes is July May 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2002. (b) The 2023 2002 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3758-1/8% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2002 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2002 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2002 Notes shall not be secured by a security interest in any property. (e) The 2023 2002 Notes shall not be redeemable. The 2002 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 3.01 and Article V 4.05 hereof. (f) The 2023 2002 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2002 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2002 Notes held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2002 Notes shall include the events specified in Article VIII Five of this Sixteenth Third Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2002 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Four hereto.

Appears in 1 contract

Samples: Third Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375% Convertible Senior Notes due 2023, Series B" to be issued in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16__, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture. (b) The 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notes, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes shall not be secured by a security interest in any property. (e) The 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V hereof. (f) The 2023 Notes shall be convertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes shall include the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental Indenture.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375“2.875% Convertible Senior Notes due 2023, Series B" 2024” to be issued in an initial aggregate principal amount of up to $150,000,000287,500,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 2024 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 2024 Notes, and, if no interest has been paid, from December 1613, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 2024 Notes. Such additional Securities shall be part of the same series as the 2023 2024 Notes. The Stated Maturity of the 2023 2024 Notes is July 15December 1, 20232024; the principal amount of the 2023 2024 Notes shall be payable on such date unless the 2023 2024 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture. (b) The 2023 2024 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3752.875% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2024 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2024 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day of prior to the calendar month in date on which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2024 Notes shall not be secured by a security interest in any property. (e) The 2023 2024 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V hereof. (f) The 2023 2024 Notes shall be convertible in accordance with the terms of this Sixteenth Seventeenth Supplemental Indenture. (g) The 2023 2024 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2024 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2024 Notes shall include the events specified in Article VIII of this Sixteenth Seventeenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 2024 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Seventeenth Supplemental Indenture.

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375% Convertible Senior Notes due 2023, Series BExtendible Tenor Rate-Adjusted Securities" to be issued and limited in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted contemplated in accordance with the terms Section 2.3(f)(2) of the Indenture) to [$150,000,000]. If the Yield on the Exercise Date is equal to or greater than the Reference Treasury Note Yield,the X-TRAS will mature on _____________ __, 200_ (the "Initial Stated Maturity"). If the Yield on the Exercise Date is less than the Reference Treasury Note Yield, the maturity of the X-TRAS will be extended until ______________ __, 201_ (the "Extended Stated Maturity"). (b) The 2023 Notes If the maturity of the X-TRAS is not extended, the X-TRAS will bear interest from the Original Issue DateDate to the Initial Stated Maturity, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.375____% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at If the maturity of the X-TRAS is extended until the Extended Stated Maturity, as provided in the form X-TRAS will bear interest from the date of closing of the 2023 Note in Section 2.03 hereof.remarketed X-TRAS or from the most recent date to which interest has been paid or duly provided for, at such rate per annum as may be established pursuant to Article X, until the principal thereof is paid or made available (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Note X-TRAS payable on any Interest Payment Date (other than at Maturity) shall be the 1st first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes X-TRAS shall not be secured by a security interest in any property. (e) The 2023 Notes X-TRAS shall be redeemable at the option of the Issuer as provided in Section 7.01(b) and (c) hereof. The holders of X-TRAS shall not be entitled to any sinking fund payments. The X-TRAS shall be purchased by the Issuer at the option of the Holders thereof as provided in Article IIISections 3.01, Article IV 4.05 and Article V 7.02 hereof. (f) The 2023 Notes X-TRAS shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 Notes X-TRAS will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes X-TRAS held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes X-TRAS shall include the events specified in Article VIII Five of this Sixteenth Sixth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 Notes X-TRAS shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Four hereto. (j) In the event the maturity of the X-TRAs is extended until the Extended Maturity Date, then, unless the Issuer exercises the FD Redemption Option (which option the Issuer shall be entitled to exercise at any time subsequent to the delivery of the Extension Notice and prior to the earlier of the pricing of the remarketing and the Remarketing Deadline), the interest rate borne by the X-TRAS will be reset in order that the X-TRAS may be remarketed so as to yield proceeds at least sufficient to make available to the Pass Through Trustee on the Final Distribution Date an amount in cash equal to 100% of the principal amount thereof plus the ISDA Amount. The remarketing of the X-TRAS will be conducted in accordance with the provisions of Article X hereof.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy X Tras Pass Through Trust I)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375% Convertible Senior Notes due 2023, Series BExtendible Tenor Rate-Adjusted Securities" to be issued and limited in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted contemplated in accordance with the terms Section 2.3(f)(2) of the Indenture) to [$150,000,000]. If the Yield on the Exercise Date is equal to or greater than the Reference Treasury Note Yield,the X-TRAS will mature on _____________ __, 200_ (the "Initial Stated Maturity"). If the Yield on the Exercise Date is less than the Reference Treasury Note Yield, the maturity of the X-TRAS will be extended until ______________ __, 201_ (the "Extended Stated Maturity"). (b) The 2023 Notes During the period commencing on the Original Issue Date and ending on the Initial Stated Maturity, the X-TRAS will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.375____% per annum stated therein until the principal thereof is paid or made available for payment. In the event the X-TRAS are extended until the Extended Stated Maturity, the X-TRAS will bear interest from the Initial Stated Maturity or from the most recent date to which interest has been paid or duly provided for, at such rate per annum as may be established pursuant to Article X, until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Note X-TRAS in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Note X-TRAS payable on any Interest Payment Date (other than at Maturity) shall be the 1st first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes X-TRAS shall not be secured by a security interest in any property. (e) The 2023 Notes X-TRAS shall be redeemable at the option of the Issuer as provided in Section 8.01(b) and (c) hereof. The holders of X-TRAS shall not be entitled to any sinking fund payments. The X-TRAS shall be purchased by the Issuer at the option of the Holders thereof as provided in Article IIISections 3.01, Article IV 4.05 and Article V 8.02 hereof. (f) The 2023 Notes X-TRAS shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 Notes X-TRAS will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes X-TRAS held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes X-TRAS shall include the events specified in Article VIII Five of this Sixteenth Sixth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 Notes X- TRAS shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Four hereto. (j) In the event the X-TRAs are extended until the Extended Maturity Date, then, unless the Issuer exercises the FD Redemption Option (which option the Issuer shall be entitled to exercise until the Remarketing Deadline), the interest rate borne by the X-TRAS will be reset in order that the X-TRAS may be remarketed so as to yield proceeds at least sufficient to make available to the Pass Through Trustee on the Final Distribution Date an amount in cash equal to 100% of the principal amount thereof together with accrued interest to the Initial Stated Maturity plus the ISDA Amount. The remarketing of the X-TRAS will be conducted in accordance with the provisions of Article X hereof.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy X Tras Pass Through Trust I)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3757.75% Convertible Senior Notes due 2023, Series B2010" to be issued in an initial aggregate principal amount of up to $150,000,000300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 2010 Notes, and, if no interest has been paid, from December 16July 17, 20042003), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 2010 Notes. Such additional Securities shall be part of the same series as the 2023 2010 Notes. The Stated Maturity of the 2023 2010 Notes is July 15August 1, 20232010; the principal amount of the 2023 2010 Notes shall be payable on such date unless the 2023 2010 Notes are earlier redeemed, redeemed or purchased or converted in accordance with the terms of the Indenture. (b) The 2023 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3757.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2010 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2010 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day of preceding the calendar month in which such relevant Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2010 Notes shall not be secured by a security interest in any property. (e) The 2023 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V III hereof. (f) The 2023 2010 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2010 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2010 Notes shall include the events specified in Article VIII V of this Sixteenth Fourteenth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Fourteenth Supplemental Indenture.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375“4.75% Convertible Senior Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2023, Series B" 2050” to be issued in an initial aggregate principal amount of up to $150,000,000500,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 New Notes (except a different issue date, a different issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 New Notes, and, if no interest has been paid, from December 16, 2004the Original Issue Date), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 New Notes; provided, that such additional Securities must be part of the same issue as the New Notes for U.S. federal income tax purposes or, if they are not part of the same issue for such purposes, such additional Securities must be issued with a separate CUSIP number. Such additional Securities shall be part of the same series as the 2023 New Notes. The Stated Maturity of the 2023 New Notes is July 15June 1, 20232050; the principal amount of the 2023 New Notes shall be payable on such date unless the 2023 New Notes are earlier redeemed, purchased or converted redeemed in accordance with the terms of the Indenture. (b) The 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 New Notes, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment, will bear interest (i) from the Original Issue Date to, but not including, the First Reset Date at the rate of 4.750% per annum and (ii) from and including the First Reset Date, during each Reset Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 4.116%, to be reset on each Reset Date. Interest will be payable semiannually semi-annually on each Interest Payment Date and at Maturity, as provided and subject to the terms contained in the form of the 2023 New Note in Section 2.03 and Section 2.04 hereof (including the right of the Issuer to defer interest payable on the New Notes as set forth in Section 2.03 hereof). (c) The Record Date referred to in Section 2.3(f)(4) of the Original Indenture for the payment of the interest on any 2023 New Note payable on any Interest Payment Date (other than at on the Stated Maturity) shall be the 1st day of date 15 calendar days immediately preceding the calendar month in which such applicable Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at on the Stated Maturity shall be paid to the date of MaturityPerson to whom the principal amount is paid. (d) The payment of the principal ofof (including premium, premium (if any) and interest on the 2023 New Notes shall not be secured by a security interest in any property. (e) The 2023 New Notes shall be purchased by the Issuer redeemable at the option of the Issuer as follows: (i) in whole or in part, at any time and from time to time on or after June 1, 2025, other than for this purpose during the Initial Par Call Period or on any subsequent Reset Date, at a redemption price equal to the greater of the following amounts: (1) 100% of the principal amount of such New Notes being redeemed on such date of redemption; or (2) the sum of the present values of the remaining scheduled payments of principal of and interest on such New Notes being redeemed on such date of redemption that would be due if such New Notes matured on the next succeeding Reset Date (not including any portion of any payments of interest accrued to such redemption date) discounted to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, as determined by a Reference Treasury Dealer appointed by the Issuer for such purpose; plus, in each case of items (1) and (2), accrued and unpaid interest, if any, thereon to, but not including, such redemption date; (ii) in whole or in part, during the Initial Par Call Period or on any subsequent Reset Date, at a redemption price equal to 100% of the principal amount of such New Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption; (iii) in whole but not in part, at any time within 90 days following the occurrence and continuation of a Tax Event, at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption; and (iv) in whole but not in part, at any time within 90 days following the conclusion of any review or appeal process instituted by the Issuer at any time following the occurrence and continuation of a Rating Agency Event, at a redemption price equal to 102% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption. The Issuer’s right to redeem the New Notes under clause (iii) above shall be subject to the condition that if at the time there is available to the Issuer the opportunity to eliminate a Tax Event, within 90 days following the occurrence and continuation of such Tax Event, by taking some ministerial action (“Ministerial Action”), such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Issuer or the Holders of the New Notes and will involve no material cost, the Issuer shall pursue such measures in lieu of redemption; provided further, that the Issuer shall have no right to redeem the New Notes while the Issuer is pursuing any such Ministerial Action. The Trustee may rely on an Officers’ Certificate stating that a Tax Event or Rating Agency Event, as the case may be, has occurred and shall have no responsibility to monitor or determine whether or not such an event has occurred. In connection with any redemption of any New Notes, other than during the Initial Par Call Period or on any subsequent Reset Date, the Issuer shall give the Trustee notice of the redemption price promptly after the calculation thereof as provided in Article III, Article IV and Article V hereofthe Trustee shall not be responsible for such calculation. (f) The 2023 New Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 New Notes will not shall be subordinated to the payment of Senior DebtIndebtedness as provided in Article III of this Ninth Supplemental Indenture, and the provisions of Article Twelve of the Original Indenture shall apply to the New Notes. (h) The Issuer will not pay any additional amounts on the 2023 New Notes held by a Person who is not a U.S. person (as defined in Regulation SS under the Securities Act) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in as Events of Default with respect to the 2023 New Notes shall only include the events specified in Article VIII IV hereof, which shall supersede the “Events of this Sixteenth Supplemental Default” set forth in Section 5.1 of the Original Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 New Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle IV hereof. (j) The New Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. (k) The provisions of Article V and Article VI hereof shall apply to the New Notes as specified therein. (l) The Place of Payment for the New Notes shall be determined in accordance with Section 3.2 of the Original Indenture and shall initially be the Corporate Trust Office of the Trustee. (m) The New Notes shall have such additional terms and provisions as set forth in Sections 2.03 and 2.04 hereof.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375% Convertible Senior General Term Notes due 2023(R), Series BD" to be issued and limited in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted contemplated in accordance with the terms Section 301(2) of the Indenture. ) to $200,000,000. Each General Term Note will be dated and issued as of the date of its authentication by the Trustee. Each General Term Note shall also bear an Original Issue Date (bas hereinafter defined) The 2023 Notes which, with respect to any General Term Note (or any portion thereof), shall mean the date of its original issue, as specified in such General Term Note (the "Original Issue Date"), and such Original Issue Date shall remain the same if such General Term Note is subsequently issued upon transfer, exchange, or substitution of such General Term Note regardless of its date of authentication. Principal on any General Term Note shall become due and payable from nine months to twenty-five years from the Original Issue Date of such General Term Note, as specified on such General Term Note. Each General Term Note will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually either monthly, quarterly or semi-annually on each Interest Payment Date and at Maturity, as provided specified below and in each General Term Note. Interest will be payable to the person in whose name a General Term Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date; provided, however, interest payable at Maturity will be payable to the person to whom principal shall be payable. Interest on the General Term Notes will be computed on the basis of a 360-day year of twelve 30-day months. The Interest Payment Dates for a General Term Note that provides for monthly interest payments shall be the fifteenth day of each calendar month; provided, however, that in the form case of a General Term Note issued between the first and fifteenth day of a calendar month, interest otherwise payable on the fifteenth day of such calendar month will be payable on the fifteenth day of the 2023 next succeeding calendar month. In the case of a General Term Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each of the months specified in Section 2.03 hereof. such General Term Note, commencing on the day that is three months from (ci) the day on which such General Term Note is issued, if such General Term Note is issued on the fifteenth day of a calendar month, or (ii) the fifteenth day of the calendar month immediately preceding the calendar month in which such General Term Note is issued, if such General Term Note is issued prior to the fifteenth day of a calendar month, or (iii) the fifteenth day of the calendar month in which such General Term Note is issued, if such General Term Note is issued after the fifteenth day of a calendar month. In the case of a General Term Note that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each of the months specified in such General Term Note, commencing on the day that is six months from (i) the day on which such General Term Note is issued, if such General Term Note is issued on the fifteenth day of a calendar month, or (ii) the fifteenth day of the calendar month immediately preceding the calendar month in which such General Term Note is issued, if such General Term Note is issued prior to the fifteenth day of a calendar month, or (iii) the fifteenth day of the calendar month in which such General Term Note is issued, if such General Term Note is issued after the fifteenth day of a calendar month. Payment of principal of the General Term Notes (and premium, if any) and, unless otherwise paid as hereinafter provided, any interest thereon will be made at the office or agency of the Company in New York, New York; provided, however, that payment of interest (other than interest at Maturity) may be made at the option of the Company by check or draft mailed to the Person entitled thereto at such Person's address appearing in the Security Register or by wire transfer to an account designated by such Person not later than ten days prior to the date of such payment. The Regular Record Date referred to in Section 2.3(f)(4) 301 of the Indenture for the payment of the interest on any 2023 General Term Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that as is specified in such General Term Note, and, in the Record Date for case of interest payable at Maturity Maturity, the Regular Record Date shall be the date of Maturity. (d) The payment . Unless otherwise specified in such General Term Notes, the cities of the principal ofNew York, premium (if any) New York and interest on the 2023 Notes shall not be secured by a security interest in any property. (e) The 2023 Notes Chicago, Illinois shall be purchased the reference cities for determining a Business Day. The General Term Notes may be issued only as registered notes, without coupons, in denominations of $1,000 and any larger denomination which is in an integral multiple of $1,000. Upon the execution of this Fourth Supplemental Indenture, or from time to time thereafter, General Term Notes may be executed by the Issuer at Company and delivered to the option of Trustee for authentication, and the Holders thereof as provided in Article III, Article IV Trustee shall thereupon authenticate and Article V hereof. (f) The 2023 deliver said General Term Notes shall be convertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes shall include the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition to the covenants procedures set forth in Article III or upon a Company Order complying with Sections 301 and 303 of the Original Indenture, the Holders of the 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental Indenture.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (CMS Energy Corp)

Establishment of Series. A series of Senior Preferred Notes, hereinafter referred to as the 2023 Notes, is hereby established with the following terms: (a) There is hereby created a The title of the series of Securities to shall be known and designated as the "3.375% Convertible “Fixed Rate Senior Preferred Notes due 2023, Series B" to be issued in an initial ”. (b) The aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for be issued on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity original issue date of the 2023 Notes is July 15shall be $1,000,000,000. The aggregate principal amount of the 2023 Notes which may be authenticated and delivered under the Indenture (except for 2023 Notes authenticated and delivered upon registration of transfer of, 2023; or in exchange for, or in lieu of, other 2023 Notes pursuant to Sections 3.4, 3.6, 8.6 or 10.8 of the Base Indenture) shall be unlimited (up to the aggregate principal amount of Notes from time to time authorized in writing by the Issuer). (c) The original issue date of the 2023 Notes shall be January 27, 2020. (d) The date on which the principal amount of the 2023 Notes shall be payable on such date unless (the 2023 Notes are earlier redeemed“Maturity Date”) is January 27, purchased or converted in accordance with the terms of the Indenture. (b) The 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notes, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes shall not be secured by a security interest in any property2023. (e) The 2023 Notes shall be purchased by the Issuer bear interest at the option a fixed rate per annum of the Holders thereof as provided in Article III, Article IV and Article V hereof2.000%. (f) The Interest Payment Dates on which such interest on the 2023 Notes shall be convertible in accordance with payable are January 27 and July 27 of each year, commencing July 27, 2020 and ending on the terms of this Sixteenth Supplemental IndentureMaturity Date. (g) The Regular Record Dates for the interest payable on the 2023 Notes will on any Interest Payment Date shall be the 15th calendar day prior to such Interest Payment Date (whether or not be subordinated to the payment of Senior Debta Business Day). (h) The Issuer will not pay any additional amounts on London shall be an Additional Business Center applicable to the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deductedNotes. (i) Benchmark Replacement is not applicable to the 2023 Notes. (j) The events specified Specified Currency of the 2023 Notes is Dollars and the denominations in Events of Default with respect to which the 2023 Notes shall include be issuable are $200,000 and integral multiples of $1,000 in excess thereof. (k) Section 10.9 of the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition Base Indenture shall be applicable to the covenants set forth 2023 Notes. (l) The 2023 Notes shall initially be issued in Article III whole in the form of Global Notes and the Depositary for such Global Notes shall be The Depository Trust Company. (m) The office or agency for the 2023 Notes required by Section 9.2 of the Original Indenture, Base Indenture shall be the Holders Corporate Trust office of the Trustee. If Certificated Notes are issued in respect of the 2023 Notes shall have the benefit office of the covenants Trustee in New York, which at the date hereof is 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 00000, shall also be such an office or agency. (n) Claims for payment of principal in respect of the Issuer set forth notes shall become void upon the expiry of ten years, and claims for payment of interest (if any) in this Sixteenth Supplemental respect of the notes shall become void upon the expiry of five years, in each case from the Relevant Date therefor, subject to the terms and conditions described under Section 3.11 of the Base Indenture.

Appears in 1 contract

Samples: Supplemental Indenture

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375___% Convertible Senior Notes due 2023, Series BDue 20___" to be issued and limited in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 NotesIndenture) to [$480,000,000]. The Stated Maturity of the 2023 20___ Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture____. (b) The 2023 20___ Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.375% of___% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 20___ Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 20___ Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day (whether or not a Business Day) of the calendar month preceding the month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 20___ Notes shall not be secured by a security interest in any property. (e) The 2023 20___ Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days' notice at a redemption price equal to 100% of the principal amount of such 20___ Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 20___ Notes plus accrued interest to the redemption date. The 20___ Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 3.01 and Article V 4.06 hereof. (f) The 2023 20___ Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 20___ Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 20___ Notes held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 20___ Notes shall include the events specified in Article VIII Five of this Sixteenth Seventh Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 20___ Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Four hereto.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3758.9% Convertible Senior Notes due 2023, Series BDue 2008" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes269,000,000. The Stated Maturity of the 2023 2008 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2008. (b) The 2023 2008 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3758.9% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2008 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2008 Note payable on any Interest Payment Date (other than at Maturity) which shall be the 1st day of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2008 Notes shall not be secured by a security interest in any property. (e) The 2023 2008 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days' notice at a redemption price 22 equal to 100% of the principal amount of such 2008 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2008 Notes plus accrued interest to the redemption date. The 2008 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 3.01 and Article V 4.06 hereof. (f) The 2023 Notes shall be convertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes shall include the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental Indenture.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (CMS Energy Corp)

Establishment of Series. A series of Senior Preferred Notes, hereinafter referred to as the 2025 Notes, is hereby established with the following terms: (a) There is hereby created a The title of the series of Securities to shall be known and designated as the "3.375% Convertible “Fixed Rate Senior Preferred Notes due 2023, Series B" to be issued in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2025”. (b) The 2023 aggregate principal amount of the 2025 Notes will bear interest from to be issued on the Original Issue Dateoriginal issue date of the 2025 Notes shall be $750,000,000. The aggregate principal amount of the 2025 Notes which may be authenticated and delivered under the Indenture (except for 2025 Notes authenticated and delivered upon registration of transfer of, or from the most recent date in exchange for, or in lieu of, other 2025 Notes pursuant to which interest has been paid Sections 3.4, 3.6, 8.6 or duly provided for on the Original 2023 Notes, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form 10.8 of the 2023 Note Base Indenture) shall be unlimited (up to the aggregate principal amount of Notes from time to time authorized in Section 2.03 hereofwriting by the Issuer). (c) The Record Date referred to in Section 2.3(f)(4) original issue date of the Indenture 2025 Notes shall be August 28, 2020. (d) The date on which the principal of the 2025 Notes shall be payable (the “Maturity Date”) is August 28, 2025. (e) The 2025 Notes shall bear interest at a fixed rate per annum of 1.000%. (f) The Interest Payment Dates on which such interest on the 2025 Notes shall be payable are February 28 and August 28 of each year, commencing February 28, 2021 and ending on the Maturity Date. (g) The Regular Record Dates for the payment of interest payable on the interest on any 2023 Note payable 2025 Notes on any Interest Payment Date (other than at Maturity) shall be the 1st 15th calendar day of the calendar month in which prior to such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes shall not be secured by a security interest in any property. (e) The 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V hereof. (f) The 2023 Notes shall be convertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt). (h) The Issuer will not pay any additional amounts on London shall be an Additional Business Center applicable to the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted2025 Notes. (i) The events specified in Events of Default with respect Benchmark Replacement is not applicable to the 2023 2025 Notes. (j) The Specified Currency of the 2025 Notes is Dollars and the denominations in which the 2025 Notes shall include be issuable are $200,000 and integral multiples of $1,000 in excess thereof. (k) Section 10.9 of the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition Base Indenture shall be applicable to the covenants set forth 2025 Notes. (l) The 2025 Notes shall initially be issued in Article III whole in the form of Global Notes and the Depositary for such Global Notes shall be The Depository Trust Company. (m) The office or agency for the 2025 Notes required by Section 9.2 of the Original Indenture, Base Indenture shall be the Holders Corporate Trust Office of the 2023 Trustee. If Certificated Notes shall have the benefit are issued in respect of the covenants 2025 Notes the office of the Issuer set forth Trustee in this Sixteenth Supplemental New York, which at the date hereof is 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 00000, shall also be such an office or agency. (n) Claims for payment of principal in respect of the notes shall become void upon the expiry of ten years, and claims for payment of interest (if any) in respect of the notes shall become void upon the expiry of five years, in each case from the Relevant Date therefor, subject to the terms and conditions described under Section 3.11 of the Base Indenture.

Appears in 1 contract

Samples: Supplemental Indenture

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Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375“6.30% Convertible Senior Notes due 2023, Series B" 2012” to be issued in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 2012 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 2012 Notes, and, if no interest has been paid, from December 16January 19, 20042005), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 2012 Notes. Such additional Securities shall be part of the same series as the 2023 2012 Notes. The Stated Maturity of the 2023 2012 Notes is July 15February 1, 20232012; the principal amount of the 2023 2012 Notes shall be payable on such date unless the 2023 2012 Notes are earlier redeemed, redeemed or purchased or converted in accordance with the terms of the Indenture. (b) The 2023 2012 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3756.30% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2012 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2012 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day of prior to the calendar month in which such relevant Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2012 Notes shall not be secured by a security interest in any property. (e) The 2023 2012 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2012 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2012 Notes plus accrued interest to the redemption date. The 2012 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V III hereof. (f) The 2023 2012 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2012 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2012 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2012 Notes shall include the events specified in Article VIII V of this Sixteenth Eighteenth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2012 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Eighteenth Supplemental Indenture.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created established, pursuant to the authority granted under the Base Indenture, a series of Securities to that shall be known and designated as the "3.375“6% Convertible Senior Notes Subordinated Debentures due 20232012”, Series B" to of the Company. The Stated Maturity of the Debt Securities shall be issued in an initial aggregate principal amount September 15, 2012, and the Debt Securities shall each bear interest at the rate of up to $150,000,000. Additional Securities6% from June 15, without limitation as to amount2005, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest or from the last most recent Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July case may be, payable on September 15, 2023; the principal amount of the 2023 Notes shall be payable 2005 and quarterly thereafter on such date unless the 2023 Notes are earlier redeemedDecember 15, purchased or converted March 15, June 15 and September 15 in accordance with the terms of the Indenture. (b) The 2023 Notes will bear interest from the Original Issue Dateeach year, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notes, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available duly provided for. The aggregate principal amount of Debt Securities which may be authenticated and delivered is limited to $166,851,650.00 in principal amount of Debt Securities, except for paymentDebt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities pursuant to Section 303, 304, 305, 306, 307, 906, 1010 or 1108 of the Base Indenture. Interest will The principal of, premium, if any, and interest on the Debt Securities shall be payable semiannually at the office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on each Interest Payment Date the Security Register. If any of the Debt Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is hereby initially designated as the Paying Agent under this Indenture. Article Fourteen of the Indenture - Guarantees - shall not apply to the Debt Securities. Article Four of the Indenture - Defeasance and at Maturity, Covenant Defeasance - shall not apply to the Debt Securities. The Debt Securities shall be redeemable as provided in Article Eleven of the Indenture. The terms of redemption are set forth in the form of the 2023 Note Debt Security as set forth in Section 2.03 hereof. (c) 204 of this Ninth Supplemental Indenture. The Record Date referred Debt Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve of the Indenture. The Debt Securities shall be convertible into shares of the Company’s Class A Common Stock as provided in Section 2.3(f)(4) 205 of the Indenture for the payment of the interest on any 2023 Note payable on any Interest Payment Date (other than at Maturity) this Ninth Supplement Indenture. The Debt Securities shall be the 1st day of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal ofredeemable, premium (if any) and interest on the 2023 Notes shall not be secured by a security interest in any property. (e) The 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof Holder, upon a Change of Control as provided in Article III, Article IV and Article V hereof. (f) The 2023 Notes shall be convertible in accordance with the terms Section 208 of this Sixteenth Ninth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes shall include the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental Indenture.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (Sinclair Broadcast Group Inc)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3757 3/8% Convertible Senior Unsecured Notes due 2023Due 2000, Series B" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially 300,000,000 (the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 "Series B Notes, and, if no interest has been paid, from December 16, 2004"), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Series B Notes is July November 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2000. (b) The 2023 Series B Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3757 3/8% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Series B Note in Section 2.03 3.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Series B Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Series B Notes shall not be secured by a security interest in any property. (e) The 2023 Series B Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Series B Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the Series B Notes plus accrued interest to the redemption date. The Series B Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 4.01 and Article V 5.06 hereof. (f) The 2023 Series B Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 Series B Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Series B Notes held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Series B Notes shall include the events specified in Article VIII Six of this Sixteenth Fifth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 Series B Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Five hereto.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (CMS Energy Corp)

Establishment of Series. A series of Senior Preferred Notes, hereinafter referred to as the 2024 Notes, is hereby established with the following terms: (a) There is hereby created a The title of the series of Securities to shall be known and designated as the "3.375% Convertible “Fixed Rate Senior Preferred Notes due 2023, Series B" to be issued in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2024”. (b) The 2023 aggregate principal amount of the 2024 Notes will bear interest from to be issued on the Original Issue Dateoriginal issue date of the 2024 Notes shall be $1,250,000,000. The aggregate principal amount of the 2024 Notes which may be authenticated and delivered under the Indenture (except for 2024 Notes authenticated and delivered upon registration of transfer of, or from the most recent date in exchange for, or in lieu of, other 2024 Notes pursuant to which interest has been paid Sections 3.4, 3.6, 8.6 or duly provided for on the Original 2023 Notes, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form 10.8 of the 2023 Note Base Indenture) shall be unlimited (up to the aggregate principal amount of Notes from time to time authorized in Section 2.03 hereofwriting by the Issuer). (c) The Record Date referred to in Section 2.3(f)(4) original issue date of the Indenture 2024 Notes shall be January 22, 2021. (d) The date on which the principal of the 2024 Notes shall be payable (the “Maturity Date”) is January 22, 2024. (e) The 2024 Notes shall bear interest at a fixed rate per annum of 0.550%. (f) The Interest Payment Dates on which such interest on the 2024 Notes shall be payable are January 22 and July 22 of each year, commencing July 22, 2021 and ending on the Maturity Date. (g) The Regular Record Dates for the payment of interest payable on the interest on any 2023 Note payable 2024 Notes on any Interest Payment Date (other than at Maturity) shall be the 1st 15th calendar day of the calendar month in which prior to such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes shall not be secured by a security interest in any property. (e) The 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V hereof. (f) The 2023 Notes shall be convertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt). (h) The Issuer will not pay any additional amounts on London shall be an Additional Business Center applicable to the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted2024 Notes. (i) The events specified in Events of Default with respect Benchmark Replacement is not applicable to the 2023 2024 Notes. (j) The Specified Currency of the 2024 Notes is Dollars and the denominations in which the 2024 Notes shall include be issuable are $200,000 and integral multiples of $1,000 in excess thereof. (k) Section 10.9 of the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition Base Indenture shall be applicable to the covenants set forth 2024 Notes. (l) The 2024 Notes shall initially be issued in Article III whole in the form of Global Notes and the Depositary for such Global Notes shall be The Depository Trust Company. (m) The office or agency for the 2024 Notes required by Section 9.2 of the Original Indenture, Base Indenture shall be the Holders Corporate Trust Office of the 2023 Trustee. If Certificated Notes shall have the benefit are issued in respect of the covenants 2024 Notes the office of the Issuer set forth Trustee in this Sixteenth Supplemental New York, which at the date hereof is 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 00000, shall also be such an office or agency. (n) Claims for payment of principal in respect of the notes shall become void upon the expiry of ten years, and claims for payment of interest (if any) in respect of the notes shall become void upon the expiry of five years, in each case from the Relevant Date therefor, subject to the terms and conditions described under Section 3.11 of the Base Indenture.

Appears in 1 contract

Samples: Supplemental Indenture

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375_____% Convertible Senior Unsecured Notes due 2023, Series BDue 2004" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes180,000,000. The Stated Maturity of the 2023 2004 Notes is July 15___________, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2004. (b) The 2023 2004 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.375_____% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2004 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2004 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2004 Notes shall not be secured by a security interest in any property. (e) The 2023 2004 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such 2004 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2004 Notes plus accrued interest, if any, to the redemption date. The 2004 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 3.01 and Article V 4.06 hereof. (f) The 2023 2004 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2004 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2004 Notes held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2004 Notes shall include the events specified in Article VIII Five of this Sixteenth Fourth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2004 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Four hereto.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3757 3/8% Convertible Senior Unsecured Notes due 2023Due 2000, Series BA" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes300,000,000. The Stated Maturity of the 2023 Series A Notes is July November 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2000. (b) The 2023 Series A Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3757 3/8% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Series A Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Series A Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Series A Notes shall not be secured by a security interest in any property. (e) The 2023 Series A Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Series A Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the Series A Notes plus accrued interest to the redemption date. The Series A Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 4.01 and Article V 5.06 hereof. (f) The 2023 Series A Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 Series A Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Series A Notes held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Series A Notes shall include the events specified in Article VIII Six of this Sixteenth Fifth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 Series A Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Five hereto.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3756.75% Convertible Senior Notes due 2023Due 2004, Series BA" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes300,000,000. The Stated Maturity of the 2023 Series A Notes is July January 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2004. (b) The 2023 Series A Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3756.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Series A Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Series A Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Series A Notes shall not be secured by a security interest in any property. (e) The 2023 Series A Notes shall be purchased by the Issuer redeemable at the option of the Holders thereof as provided Issuer, in Article IIIwhole or in part, Article IV at any time and Article V hereof. (f) The 2023 Notes shall be convertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2023 Notes will from time to time, upon not be subordinated less than 30 days' notice to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes shall include the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 Notes shall have the benefit at a redemption price equal to 100% of the covenants principal amount of such Series A Notes being redeemed plus the Issuer set forth in this Sixteenth Supplemental Indenture.Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Consumers Energy Co)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.3759.875% Convertible Senior Notes due 2023, Series BDue 2007" to be issued and limited in an initial aggregate principal amount (except as contemplated in Section 2.3(f)(2) of up the Indenture) to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes500,000,000. The Stated Maturity of the 2023 2007 Notes is July October 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted in accordance with the terms of the Indenture2007. (b) The 2023 2007 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3759.875% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2007 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2007 Note payable on any Interest Payment Date (other than at Maturity) which shall be the 1st day of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2007 Notes shall not be secured by a security interest in any property. (e) The 2023 2007 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days' notice at a redemption price equal to 100% of the principal amount of such 2007 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2007 Notes plus accrued interest to the redemption date. The 2007 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV Sections 3.01 and Article V 4.06 hereof. (f) The 2023 2007 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2007 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2007 Notes held by a Person who is not a U.S. person (as defined in Regulation S) Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2007 Notes shall include the events specified in Article VIII Five of this Sixteenth Tenth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2007 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle Four hereto.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Trust Iii)

Establishment of Series. (a) a. There is hereby created a series of Securities to be known and designated as the "3.375% Convertible Senior Notes due 2023, Series BExtendible Tenor Rate-Adjusted Securities" to be issued and limited in an initial aggregate principal amount of up to $150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 Notes, and, if no interest has been paid, from December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 Notes. Such additional Securities shall be part of the same series as the 2023 Notes. The Stated Maturity of the 2023 Notes is July 15, 2023; the principal amount of the 2023 Notes shall be payable on such date unless the 2023 Notes are earlier redeemed, purchased or converted contemplated in accordance with the terms Section 2.3(f)(2) of the Indenture) to $180,000,000. If the Yield on the Exercise Date is equal to or greater than the Reference Treasury Note Yield, the X-TRAS will mature on January 15, 2005 (the "Initial Stated Maturity"). If the Yield on the Exercise Date is less than the Reference Treasury Note Yield, the maturity of the X-TRAS will be extended until January 15, 2012 (the "Extended Stated Maturity"). (b) The 2023 Notes b. During the period commencing on the Original Issue Date and ending on the Initial Stated Maturity, the X-TRAS will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3757% per annum stated therein until the principal thereof is paid or made available for paymentpayment on the Initial Stated Maturity; provided, that if the maturity of the X-TRAS is extended until the Extended Stated Maturity, the X-TRAS will bear interest from the date of closing of the remarketed X-TRAS, at such rate per annum as may be established pursuant to Article VIII, until the principal thereof is paid or made available for payment on the Extended Stated Maturity. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 Note X-TRAS in Section 2.03 hereof. (c) c. The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 Note X-TRAS payable on any Interest Payment Date (other than at Maturity) shall be the 1st first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 Notes shall not be secured by a security interest in any property. (e) The 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V hereof. (f) The 2023 Notes shall be convertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 Notes shall include the events specified in Article VIII of this Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article III of the Original Indenture, the Holders of the 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental Indenture.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375“3.75% Convertible Senior Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2023, Series B" 2050” to be issued in an initial aggregate principal amount of up to $150,000,000400,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 New Notes (except a different issue date, a different issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 New Notes, and, if no interest has been paid, from December 16, 2004the Original Issue Date), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 New Notes; provided, that such additional Securities must be part of the same issue as the New Notes for U.S. federal income tax purposes or, if they are not part of the same issue for such purposes, such additional Securities must be issued with a separate CUSIP number. Such additional Securities shall be part of the same series as the 2023 New Notes. The Stated Maturity of the 2023 New Notes is July 15December 1, 20232050; the principal amount of the 2023 New Notes shall be payable on such date unless the 2023 New Notes are earlier redeemed, purchased or converted redeemed in accordance with the terms of the Indenture. (b) The 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 New Notes, at the rate of 3.375% per annum stated therein until the principal thereof is paid or made available for payment, will bear interest (i) from the Original Issue Date to, but not including, the First Reset Date at the rate of 3.75% per annum and (ii) from and including the First Reset Date, during each Reset Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 2.90%, to be reset on each Reset Date. Interest will be payable semiannually semi-annually on each Interest Payment Date and at Maturity, as provided and subject to the terms contained in the form of the 2023 New Note in Section 2.03 and Section 2.04 hereof (including the right of the Issuer to defer interest payable on the New Notes as set forth in Section 2.03 hereof). (c) The Record Date referred to in Section 2.3(f)(4) of the Original Indenture for the payment of the interest on any 2023 New Note payable on any Interest Payment Date (other than at on the Stated Maturity) shall be the 1st day of date 15 calendar days immediately preceding the calendar month in which such applicable Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at on the Stated Maturity shall be paid to the date of MaturityPerson to whom the principal amount is paid. (d) The payment of the principal ofof (including premium, premium (if any) and interest on the 2023 New Notes shall not be secured by a security interest in any property. (e) The 2023 New Notes shall be purchased by the Issuer redeemable at the option of the Issuer as follows: (i) in whole or in part, at any time and from time to time on or after December 1, 2025, other than for this purpose during any Par Call Period, at a redemption price equal to the greater of the following amounts: (1) 100% of the principal amount of such New Notes being redeemed on such date of redemption; or (2) the sum of the present values of the remaining scheduled payments of principal of and interest on such New Notes being redeemed on such date of redemption that would be due if such New Notes matured on the first day of the next Par Call Period (not including any portion of any payments of interest accrued to such redemption date) discounted to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 45 basis points, as determined by a Reference Treasury Dealer appointed by the Issuer for such purpose; plus, in each case of items (1) and (2), accrued and unpaid interest, if any, thereon to, but not including, such redemption date; (ii) in whole or in part, during any Par Call Period, at a redemption price equal to 100% of the principal amount of such New Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption; (iii) in whole but not in part, at any time within 90 days following the occurrence and continuation of a Tax Event, at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption; and (iv) in whole but not in part, at any time within 90 days following the conclusion of any review or appeal process instituted by the Issuer at any time following the occurrence and continuation of a Rating Agency Event, at a redemption price equal to 102% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption. The Issuer’s right to redeem the New Notes under clause (iii) above shall be subject to the condition that if at the time there is available to the Issuer the opportunity to eliminate a Tax Event, within 90 days following the occurrence and continuation of such Tax Event, by taking some ministerial action (“Ministerial Action”), such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Issuer or the Holders of the New Notes and will involve no material cost, the Issuer shall pursue such measures in lieu of redemption; provided further, that the Issuer shall have no right to redeem the New Notes while the Issuer is pursuing any such Ministerial Action. The Trustee may rely on an Officers’ Certificate stating that a Tax Event or Rating Agency Event, as the case may be, has occurred and shall have no responsibility to monitor or determine whether or not such an event has occurred. In connection with any redemption of any New Notes, other than during any Par Call Period, the Issuer shall give the Trustee notice of the redemption price promptly after the calculation thereof as provided in Article III, Article IV and Article V hereofthe Trustee shall not be responsible for such calculation. (f) The 2023 New Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 New Notes will not shall be subordinated to the payment of Senior DebtIndebtedness as provided in Article III of this Tenth Supplemental Indenture, and the provisions of Article Twelve of the Original Indenture shall apply to the New Notes. (h) The Issuer will not pay any additional amounts on the 2023 New Notes held by a Person who is not a U.S. person (as defined in Regulation SS under the Securities Act) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in as Events of Default with respect to the 2023 New Notes shall only include the events specified in Article VIII IV hereof, which shall supersede the “Events of this Sixteenth Supplemental Default” set forth in Section 5.1 of the Original Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 New Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Supplemental IndentureArticle IV hereof. (j) The New Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. (k) The provisions of Article V and Article VI hereof shall apply to the New Notes as specified therein. (l) The Place of Payment for the New Notes shall be determined in accordance with Section 3.2 of the Original Indenture and shall initially be the Corporate Trust Office of the Trustee. (m) The New Notes shall have such additional terms and provisions as set forth in Sections 2.03 and 2.04 hereof.

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "3.375“6.55% Convertible Senior Notes due 2023, Series B" 2017” to be issued in an initial aggregate principal amount of up to $150,000,000250,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2023 2017 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2023 2017 Notes, and, if no interest has been paid, from December 16July 3, 20042007), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2023 2017 Notes. Such additional Securities shall be part of the same series as the 2023 2017 Notes. The Stated Maturity Maturity” of the 2023 2017 Notes is July 1517, 20232017; the principal amount of the 2023 2017 Notes shall be payable on such date unless the 2023 2017 Notes are earlier redeemed, redeemed or purchased or converted in accordance with the terms of the Indenture. (b) The 2023 2017 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2023 Notesfor, at the rate of 3.3756.55% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2023 2017 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2023 2017 Note payable on any Interest Payment Date (other than at Maturity) shall be the 1st 15th day of prior to the calendar month in which such relevant Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2023 2017 Notes shall not be secured by a security interest in any property. (e) The 2023 2017 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, upon not less than 30, nor more than 60 days notice at a redemption price equal to 100% of the principal amount of such 2017 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2017 Notes plus accrued interest, if any, thereon to the redemption date. The 2017 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III, Article IV and Article V III hereof. (f) The 2023 2017 Notes shall not be convertible in accordance with the terms of this Sixteenth Supplemental Indentureconvertible. (g) The 2023 2017 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 2017 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2023 2017 Notes shall include the events specified in Article VIII V of this Sixteenth Twentieth Supplemental Indenture. In addition to the covenants set forth in Article III Three of the Original Indenture, the Holders of the 2023 2017 Notes shall have the benefit of the covenants of the Issuer set forth in this Sixteenth Twentieth Supplemental Indenture.

Appears in 1 contract

Samples: Twentieth Supplemental Indenture (Consumers Energy Co)

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