Terms of Notes. The following terms relating to the Notes are hereby established: (a) The Notes shall constitute a series of securities having the title “4.80% Senior Notes due 2021”. (b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000. (c) The entire outstanding principal of the Notes shall be payable on July 15, 2021 plus any unpaid interest accrued to such date. (d) The rate at which the Notes shall bear interest shall be 4.80% per annum; the date from which interest shall accrue on the Notes shall be July 15, 2011 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 and July 15 in each year, beginning January 15, 2012; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date: (A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points. (B) If the redemption date is on or after April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed. (A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued. (B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest. (iii) As used herein:
Appears in 2 contracts
Samples: First Supplemental Indenture (Marsh & McLennan Companies, Inc.), First Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"6.88% Senior Notes due 2021”Due April 30, 2007."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall be up to $500,000,00025,000,000.
(c3) The entire outstanding principal of the Notes shall be payable on July 15April 30, 2021 plus any unpaid interest accrued to such date2007 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum6.88%; the date from which interest shall accrue on the Notes shall be July 15April 29, 2011 or from the most recent Interest Payment Date to which interest has been paid1998; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 April 30 and July 15 October 30 in each year, beginning January 15October 30, 20121998; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, Xxnnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole, or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 2 contracts
Samples: Supplemental Indenture (Equity Office Properties Trust), Supplemental Indenture (Spieker Properties Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:.
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"7.65% Senior Notes due 2021”Due December 15, 2010."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall be up to $500,000,000200,000,000.
(c3) The entire outstanding principal of the Notes shall be payable on July December 15, 2021 plus any unpaid interest accrued to such date2010 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum7.65%; the date from which interest shall accrue on the Notes shall accrue shall be July 15December 11, 2011 or from the most recent Interest Payment Date to which interest has been paid2000; the Interest Payment Dates for the Notes on which interest will be payable shall be January June 15 and July December 15 in each year, beginning January June 15, 2012; 2001, the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, Xxnnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole, or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 2 contracts
Samples: Supplemental Indenture (Equity Office Properties Trust), Supplemental Indenture (Spieker Properties L P)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"6.875% Senior Notes due 2021”Due February 1, 2005."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall be up to $500,000,000125,000,000.
(c3) The entire outstanding principal of the Notes shall be payable on July 15February 1, 2021 plus any unpaid interest accrued to such date2005 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum6.875%; the date from which interest shall accrue on the Notes shall be July 15February 2, 2011 or from the most recent Interest Payment Date to which interest has been paid1998; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 February 1 and July 15 August 1 in each year, beginning January 15August 1, 20121998; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, Xxnnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole, or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 2 contracts
Samples: Twelfth Supplemental Indenture (Equity Office Properties Trust), Supplemental Indenture (Spieker Properties Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"6.75% Senior Notes due 2021”Due January 15, 2008."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall be up to $500,000,000150,000,000.
(c3) The entire outstanding principal of the Notes shall be payable on July January 15, 2021 plus any unpaid interest accrued to such date2008 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum6.75%; the date from which interest shall accrue on the Notes shall be July 15January 27, 2011 or from the most recent Interest Payment Date to which interest has been paid1998; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 and July 15 in each year, beginning January July 15, 20121998; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, Xxnnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole, or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 2 contracts
Samples: Supplemental Indenture (Spieker Properties L P), Supplemental Indenture (Equity Office Properties Trust)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title “4.805.450% Senior Notes due 20212053”.
(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000600,000,000.
(c) The entire outstanding principal of the Notes shall be payable on July March 15, 2021 2053, plus any unpaid interest accrued to such date.
(d) The rate at which the Notes shall bear interest shall be 4.805.450% per annum; the date from which interest shall accrue on the Notes shall be July 15March 9, 2011 2023 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January March 15 and July September 15 in each year, beginning January September 15, 20122023; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January March 1 and July or September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(ie) The Notes Prior to September 15, 2052 (six months prior to their maturity date) (the “Par Call Date”), the Issuer may be redeemed redeem the Notes, at its option, in whole or in part, at any time or in part and from time to time, at the option of the Issuer. The a redemption price (the “Redemption Price”) expressed as a percentage of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed and rounded to the redemption date:
(Athree decimal places) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of of:
(1) 100% of the principal amount of the Notes to be redeemed and (2a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) thereon discounted to the redemption date of redemption (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 25 basis points., less (b) interest accrued to the date of redemption, and
(B2) If the redemption date is on or after April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case , plus, in either case, accrued and unpaid interest thereon to the Issuer shall desire to exercise such right to redeem all or, as redemption date. On or after the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) abovePar Call Date, the Issuer shallmay redeem the Notes, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or at any defect in the noticetime and from time to time, shall not affect the validity of the proceedings for the at a redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount price equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) 100% of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If plus accrued and unpaid interest thereon to the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interestdate.
(iii) As used herein:
Appears in 1 contract
Samples: Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"7% Senior Notes due 2021”Due February 1, 2007."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall be up to $500,000,0001,500,000.
(c3) The entire outstanding principal of the Notes shall be payable on July 15February 1, 2021 plus any unpaid interest accrued to such date2007 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum7%; the date from which interest shall accrue on the Notes shall be July 15February 2, 2011 or from the most recent Interest Payment Date to which interest has been paid1998; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 February 1 and July 15 August 1 in each year, beginning January 15August 1, 20121998; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, Xxnnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole, or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 1 contract
Samples: Supplemental Indenture (Equity Office Properties Trust)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The 2022 Notes shall constitute a series of securities having the title “4.802.750% Senior Notes due 20212022.” The 2047 Notes shall constitute a series of securities having the title “4.350% Senior Notes due 2047.”.
(b) The aggregate principal amount of the 2022 Original Notes that may be authenticated and delivered under the Indenture (except for 2022 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2022 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000. The aggregate principal amount of the 2047 Original Notes that may be authenticated and delivered under the Indenture (except for 2047 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2047 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(c) The entire outstanding principal of the 2022 Notes shall be payable on July 15January 30, 2021 2022 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2047 Notes shall be payable on January 30, 2047 plus any unpaid interest accrued to such date.
(d) The rate at which the 2022 Notes shall bear interest shall be 4.802.750% per annum; the rate at which the 2047 Notes shall bear interest shall be 4.350% per annum; the date from which interest shall accrue on the 2022 Notes shall be July 15January 12, 2011 2017 or from the most recent Interest Payment Date to which interest has been paid; the date from which interest shall accrue on the 2047 Notes shall be January 12, 2017 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 30 and July 15 30 in each year, beginning January 15July 30, 20122017; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and 15 or July 1 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i) The Each series of Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. .
(ii) The redemption price (the “Redemption Price”) of the 2022 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April 15December 30, 20212021 (the date that is one month prior to the stated maturity date of the 2022 Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2022 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2022 Notes to be redeemed that would be due if the 2022 Notes matured on December 30, 2021 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 15 basis points.
(B) If the redemption date is on or after April 15December 30, 20212021 (the date that is one month prior to the stated maturity date of the 2022 Notes), the 2022 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2022 Notes to be redeemed.
(iii) The Redemption Price of the 2047 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to July 30, 2046 (the date that is six months prior to the stated maturity date of the 2047 Notes), the 2047 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2047 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2047 Notes to be redeemed that would be due if the 2047 Notes matured on July 30, 2046 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.
(B) If the redemption date is on or after July 30, 2046 (the date that is six months prior to the stated maturity date of the 2047 Notes), the 2047 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2047 Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of either or both series of the 2022 Notes and the 2047 Notes in accordance with Section 1.01(e)(i1.01(e)(i)-(iii) above, as applicable to such series, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the such series of Notes to be redeemed by mailing, first class postage prepaid, transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Registerholders. Any notice that is mailed delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. .
(B) Each such notice of redemption shall specify the series and amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the such series of Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes of a series are to be redeemed, the notice to the holders of the Notes of that series to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the any Notes are to be redeemed in part only, the notice that relates to such series of Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issued.
(BC) If less than all the Trustee is to provide notice to the holders of the Notes are to be redeemedin accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes of such series to be redeemed, and thereupon thereupon, in the Trustee shall selectcase of a partial redemption, by lot or the Notes of such series to be redeemed will be selected in such other accordance with the procedures of the Depository in a manner as it shall deem appropriate and fair in its discretion and that may provide provides for the selection of a portion or portions (equal to one two thousand U.S. dollars ($1,0002,000) or integral multiples of $1,000 in excess thereof) of the principal amount of Notes of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. 2,000.
(D) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of a series of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. .
(E) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes of the applicable series during a period beginning at the opening of business 15 days before the day of the mailing delivery of a notice of redemption of the Notes of such series selected for redemption and ending at the close of business on the day of such mailingdelivery, or (ii) to register the transfer of or exchange any Notes of such series so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. .
(F) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iiiv) As used herein:
Appears in 1 contract
Samples: Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title “4.802.250% Senior Notes due 20212030”.
(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000750,000,000.
(c) The entire outstanding principal of the Notes shall be payable on July November 15, 2021 2030, plus any unpaid interest accrued to such date.
(d) The rate at which the Notes shall bear interest shall be 4.802.250% per annum; the date from which interest shall accrue on the Notes shall be July 15May 7, 2011 2020 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January May 15 and July November 15 in each year, beginning January November 15, 20122020; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January May 1 and July or November 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(ie) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of the Notes being redeemed to but excluding the redemption date:
(Ai) If the redemption date is prior to April 15, 2021the Par Call Date, the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1A) 100% of the principal amount of the Notes to be redeemed and (2B) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(Bii) If the redemption date is on or after April 15, 2021the Par Call Date, the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i1.01(e)(i)-(ii) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, transmitting a notice of such redemption not less than 30 10 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Registerholders. Any notice that is mailed delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. .
(B) Each such notice of redemption shall specify the amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all of the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(BC) If less than all the Trustee is to provide notice to the holders of the Notes are to be redeemedin accordance with this Section 1.01(e)(iii), for a partial or full redemption, the Issuer shall give the Trustee at least 45 3 days’ notice in advance advance, a period which can be reduced upon further negotiation between the Issuer and the Trustee, of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon thereupon, in the Trustee shall selectcase of a partial redemption, by lot or the Notes to be redeemed will be selected in such other accordance with the procedures of the Depositary in a manner as it shall deem appropriate and fair in its discretion and that may provide provides for the selection of a portion or portions (equal to one two thousand U.S. dollars ($1,0002,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. 2,000.
(D) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. .
(E) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailingdelivery, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. .
(F) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iiiiv) As used herein:
Appears in 1 contract
Samples: Thirteenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"7.50% Senior Notes due 2021”Debentures Due October 1, 2027."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall be up to $500,000,000150,000,000.
(c3) The entire outstanding principal of the Notes shall be payable on July 15October 1, 2021 plus any unpaid interest accrued to such date2027 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum7.50%; the date from which interest shall accrue on the Notes shall be July 15September 29, 2011 or from the most recent Interest Payment Date to which interest has been paid1997; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 October 1 and July 15 April 1 in each year, beginning January 15April 1, 20121998; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, Xxnnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 1 contract
Samples: Supplemental Indenture (Equity Office Properties Trust)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title “4.803.300% Senior Notes due 20212023.”.
(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000350,000,000.
(c) The entire outstanding principal of the Notes shall be payable on July 15March 14, 2021 2023 plus any unpaid interest accrued to such date.
(d) The rate at which the Notes shall bear interest shall be 4.803.300% per annum; the date from which interest shall accrue on the Notes shall be July 15March 14, 2011 2016 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 March 14 and July 15 September 14 in each year, beginning January 15September 14, 20122016; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 February 27 or August 30 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day 360‑day year consisting of twelve 30-day 30‑day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. .
(ii) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April 15January 14, 20212023 (the date that is two months prior to the stated maturity date of the Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 25 basis points.
(B) If the redemption date is on or after April 15January 14, 20212023 (the date that is two months prior to the stated maturity date of the Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Registerholders. Any notice that is mailed delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Trustee is to provide notice to the holders of the Notes are to be redeemedin accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon thereupon, in the Trustee shall selectcase of a partial redemption, by lot or the Notes to be redeemed will be selected in such other accordance with the procedures of the Depository in a manner as it shall deem appropriate and fair in its discretion and that may provide provides for the selection of a portion or portions (equal to one two thousand U.S. dollars ($1,0002,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part2,000. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailingdelivery, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iiiiv) As used herein:
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Series A Notes shall constitute a series of securities Securities having the title “4.80"10% Series A Senior Subordinated Notes due 2021”Due 2009." The Series B Notes shall constitute a series of Securities having the title "10% Series B Senior Subordinated Notes Due 2009."
(b2) The aggregate principal amount of the Original Series A Notes that may be authenticated and delivered under the Indenture (except for Series A Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Series A Notes pursuant to Sections 2.053.4, 2.063.5, 2.07 3.6, 8.6 or 9.04 11.7 of the Base IndentureIndenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be up to $500,000,000.2,000,000,000. The aggregate principal amount of the Series B Notes that may be authenticated and delivered under the Indenture (except for Series B Notes authenticated and delivered upon registration of transfer of or in exchange for or in lieu of, other Series B Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 11.7 of the Indenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be up to $2,000,000,000. 2
(c3) The entire outstanding principal of the Notes shall be payable on July 15August 1, 2021 plus any unpaid interest accrued to such date2009 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum10%; (a) with respect to the Series A Notes, interest shall accrue from the date hereof; (b) with respect to the Series B Notes, the date from which interest shall accrue shall be the date on which interest was most recently paid on the Notes shall be July 15Series A Notes, 2011 or from the most recent if there has been no Interest Payment Date relating to which the Series A Notes prior to the issuance of the Series B Notes, interest has been paidshall accrue from the date hereof; (c) the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 May 1 and July 15 in November 1 of each year, beginning January 15November 1, 20121999; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be April 15 with respect to the January May 1 Interest Payment Date and July October 15 with respect to the November 1 preceding the applicable Interest Payment Date; (d) interest on overdue principal and premium, if any, from time to time, shall be at a rate of 2% per annum in excess of the rate then in effect; interest on overdue installments of interest and Special Interest, if any, from time to time, shall be at the same rate, to the extent lawful; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The place where the principal of (and premium, if any) and interest, including Special Interest, if any, with respect to and interest on the Notes shall be payable and Notes may be redeemed surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee which, as of this writing, is located at 100 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Corporate Trust Administration. The place where notices or demands to or upon the Company in whole at respect of the Notes and the Indenture may be served shall be the Corporate Trust Office of the Trustee. In addition, payment of interest (including any time or in part from time to timeSpecial Interest) on any Note may, at the option of the Issuer. The redemption price (Company, be made by check mailed to the “Redemption Price”) address of the Person in whose name the Note is registered at the close of business on the Regular Payment Date; provided, however, that all payments of principal, and premium (including Special Interest, if any), if any, and interest on the Notes to Holders of which have given wire instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date shall be made by wire transfer to an account maintained by such Holder entitled thereto as specified by such Holder in the instructions.
(6) Prior to August 1, 2004, the Notes will be subject to redemption, at the option of the Company, in whole or in part, at any time, upon not less than 30 not more than 60 days' notice mailed to each Holder of Notes to be redeemed shall be calculated as followsat such Holder's address appearing in the register of Holders in amounts of $1,000 or an integral multiple of $1,000, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price redemption price equal to the greater of (1) 100% of the their principal amount of the Notes to be redeemed and or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) thereon discounted to the date of redemption maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Yield plus 30 50 basis points.
, plus in each case accrued but unpaid interest (Bincluding Special Interest) If to but excluding the redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or after April 15prior to the Redemption Date). Prior to August 1, 20212002, the Company may redeem up to 33 1/3% in aggregate principal amount of the Notes may be redeemed by originally issued under the Issuer Indenture at a Redemption Price redemption price equal to 100110% of the principal amount of the Notes redeemed, together with accrued but unpaid interest (including Special Interest) to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date) with the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests); provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering. Year Percentage ---- ---------- 2004...................................................105.000 2005...................................................103.3333 2006...................................................101.6667 2007 and thereafter....................................100.000%
(7) Except as set forth in this Supplemental Indenture, the Notes shall not be redeemedredeemable at the option of any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The Notes will not have the benefit of any mandatory redemption or sinking fund.
(A8) The Notes shall be issuable in denominations of $1,000.
(9) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion Payments of the principal of, Special Interest, if any, with respect to and interest on the Notes shall be made in accordance with Section 1.01(e)(iU.S. Dollars, and the Notes shall be denominated in U.S. Dollars.
(10) aboveThe Trustee shall also be the Security Registrar and Paying Agent.
(11) The entire outstanding principal amount of and any accrued interest, the Issuer shallif any, or on Notes shall cause the Trustee to, give notice be payable upon declaration of such redemption to holders acceleration of the maturity thereof pursuant to Article 5 of the Indenture.
(12) The Notes to will be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before payable on the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed Stated Maturity Date in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice an amount equal to the holder of principal amount thereof, Special Interest, if any, plus any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption accrued and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that unpaid interest accrued to the date fixed for redemption will Stated Maturity Date.
(13) There shall be paid as specified the following additions to the covenants set forth in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof the Indenture with respect to the Notes, which the Issuer defaults in the payment shall be effective only for so long as any of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used hereinOutstanding:
Appears in 1 contract
Samples: Supplemental Indenture (Allied Waste Industries Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title “4.802.30% Senior Notes due 20212017”.
(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000250,000,000.
(c) The entire outstanding principal of the Notes shall be payable on July 15April 1, 2021 2017 plus any unpaid interest accrued to such date.
(d) The rate at which the Notes shall bear interest shall be 4.802.30% per annum; the date from which interest shall accrue on the Notes shall be July 15March 12, 2011 2012 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 April 1 and July 15 October 1 in each year, beginning January 15October 1, 2012; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 March 15 and July 1 September 15 preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April 15March 1, 20212017, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 25 basis points.
(B) If the redemption date is on or after April 15March 1, 20212017, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 1 contract
Samples: Second Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,200,000,000; provided, however, that subject to the Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of Notes of this Series, may issue additional notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price, the initial Interest Payment Date and rights under a related registration rights agreement, if any. Any such Additional Notes shall be authenticated by the Trustee upon receipt of a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single Series of Notes under the Indenture; provided that if such Additional Notes are hereby established:not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP, ISIN, common code or other identifying number, as applicable.
(a) The Notes shall constitute a series of securities having this Series issued on the title “4.80Series Issue Date will be issued at an issue price of 100% Senior Notes due 2021”of the principal amount thereof.
(b) The aggregate principal amount of the Original Notes that may be authenticated of this Series is due and delivered under the Indenture (except for Notes authenticated and delivered upon registration ofpayable in full on April 15, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,0002026 unless earlier redeemed.
(c) The entire outstanding principal Notes of the Notes shall be payable on July 15, 2021 plus any unpaid interest accrued to such date.
(d) The rate at which the Notes this Series shall bear interest shall be 4.80% per annum; the date from which interest shall accrue (computed on the Notes shall be July 15, 2011 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 and July 15 in each year, beginning January 15, 2012; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting comprised of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
rate of 2.625% per annum from and including the Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on April 15 and October 15 of each year (B) If the redemption date is on or after April each, an “Interest Payment Date”), commencing October 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice 2021 to the holder of any Note designated for redemption Persons in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of whose name such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending Series were registered at the close of business on the day preceding April 1 or October 1, respectively.
(d) Principal of such mailing, or and interest on the Notes of this Series shall be payable as set forth in Exhibit A.
(iie) to register the transfer Other than as provided in Article III of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above providedthis Forty-Sixth Supplemental Indenture, the Notes of this Series shall not be redeemable.
(f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or portions sinking fund.
(g) The Notes of this Series shall not be convertible into any other securities.
(h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture.
(i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes to of this Series until such time as the Trustee has resigned or a successor has been appointed.
(j) The Notes of this Series will initially be redeemed specified evidenced by one or more Global Notes issued in such notice the name of Cede & Co., as nominee of The Depository Trust Company.
(k) The Company shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Pricepay principal of, premium, if any, and interest on such the Notes shall cease to accrue on and after of this Series in money of the date fixed United States of America that at the time of payment is legal tender for redemption, unless the Issuer shall default in the payment of such Redemption Price public and accrued interestprivate debts.
(iii) As used herein:
Appears in 1 contract
Samples: Forty Sixth Supplemental Indenture (T-Mobile US, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"7% Senior Notes due 2021”Due February 1, 2007."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, 2 other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall be up to $500,000,0001,500,000.
(c3) The entire outstanding principal of the Notes shall be payable on July 15February 1, 2021 plus any unpaid interest accrued to such date2007 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum7%; the date from which interest shall accrue on the Notes shall be July 15February 2, 2011 or from the most recent Interest Payment Date to which interest has been paid1998; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 February 1 and July 15 August 1 in each year, beginning January 15August 1, 20121998; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, Xxnnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole, or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"8 1/2% Senior Subordinated Notes due 2021”2011."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.053.4, 2.063.5, 2.07 3.6, 8.6 or 9.04 11.7 of the Base IndentureIndenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be up to $500,000,000200,000,000.
(c3) The entire outstanding principal of the Notes shall be payable on July 15, 2021 plus any unpaid interest accrued to such date2011 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.80% per annum; 8 1/2%;
(a) with respect to the date from which Notes, interest shall accrue on the Notes shall be July 15, 2011 or from the most recent Interest Payment Date to which interest has been paiddate hereof; (b) the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 and July 15 in of each year, beginning January 15, 20122002; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be January 1 with respect to the January 1 15 Interest Payment Date and July 1 preceding with respect to the applicable July 15 Interest Payment Date; (c) Liquidated Damages, if any, from time to time, shall be at the rate set forth in the Registration Rights Agreement, dated as of July 2, 2001 among the Company, the Guarantors and the Initial Purchasers named therein, to the extent lawful; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on place where the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1and premium, if any) 100% of the principal amount of the Notes and interest, including Liquidated Damages, if any, with respect to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to shall be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15, 2021, the payable and Notes may be redeemed by surrendered for the Issuer at a Redemption Price equal to 100% registration of transfer or exchange shall be the offices of the principal amount Trustee which, as of this writing, are located at 919 East Main Street, 10th Floor, Richmond, Virginia 23219, Attention: Xxxxxxxxx Xxxxx Xxxxxxxxxxxxxx. Xxx xxxxx xxxxx xxxxxxx or demands to or upon the Company in respect of the Notes to and the Indenture may be redeemed.
(A) In case served shall be the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion Corporate Trust Office of the Trustee. If a Holder has given wire transfer instructions to the Company, the Company shall pay all principal, interest and premium and Liquidated Damages, if any, on that Holder's Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or those instructions. All other payments on Notes shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, Paying Agent and Security Registrar within the City and State of New York, upon presentation and surrender of such Notes, that York unless the Company elects to make interest accrued payments by check mailed to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults Holders at their addresses set forth in the payment register of such Redemption Price and accrued interestHolders. If less than all the Notes are to be redeemed, the notice to the holders of Holders must surrender the Notes to be redeemed in whole or in part shall specify the particular paying agent for the Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the collect principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issuedpayment.
(B6) If less than all The Notes shall be subject to redemption, at the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance option of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemedCompany, in whole or in part. The Issuer may, if at any time on or after July 15, 2006 and whenever it shall so electprior to maturity, by delivery upon not less than 30 nor more than 60 days' notice mailed to each Holder of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified at his address appearing in such notice shall become due the register for the Notes, in amounts of $1,000 or an integral multiple of $1,000, at the following redemption prices (expressed as percentages of principal amount) plus accrued interest and payable Liquidated Damages, if any, to but excluding the date fixed for redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on any interest payment date and at the place stated in such notice at the applicable Redemption Price, and interest that is on such Notes shall cease or prior to accrue on and after the date fixed for redemption), unless if redeemed during the Issuer shall default in 12-month period beginning on July 15 of the payment years indicated: Year Redemption ---- Price ----- 2006............................... 104.250% 2007............................... 102.833% 2008............................... 101.417% 2009 and thereafter................ 100.000% In addition, prior to July 15, 2004, the Company may redeem up to 35% of the original principal amount of the Notes with the net cash proceeds received by the Company from a public offering of Capital Stock of the Company (other than Disqualified Stock), at a redemption price (expressed as a percentage of the principal amount) of 108.500% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for redemption; provided, however, that at least 65% of the original principal amount of the Notes remains outstanding immediately after any such redemption (excluding any Notes owned by the Company or any of its Affiliates). Notice of redemption pursuant to this paragraph must be mailed to holders of Notes not later than 60 days following the consummation of such Redemption Price and accrued interestpublic offering.
(iii) As used herein:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:. Unless explicitly stated otherwise, the following terms shall apply to both the 2004 Notes and 2009 Notes.
(a1) The 2004 Notes shall constitute a series of securities Securities having the title “4.80"6.8% Senior Notes due 2021”Due May 1, 2004," and the 2009 Notes shall constitute a series of Securities having the title "7.25% Notes Due May 1, 2009."
(b2) The aggregate principal amount of the Original 2004 and 2009 Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall each be up to $500,000,000200,000,000.
(c3) The entire outstanding principal of the 2004 Notes shall be payable on July 15May 1, 2021 plus any unpaid interest accrued to such date2004, and the entire outstanding principal of the 2009 Notes shall be payable on May 1, 2009 (each, a "Stated Maturity Date").
(d4) The rate at which the 2004 Notes shall bear interest shall be 4.80% per annum6.8%, and the rate at which the 2009 Notes shall bear interest shall be 7.25%; the date from which interest shall accrue on the Notes shall accrue shall be July 15May 11, 2011 or from the most recent Interest Payment Date to which interest has been paid1999; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 May 1 and July 15 November 1 in each year, beginning January 15November 1, 2012; 1999, the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Paul, Xxnnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at One Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole, or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 1 contract
Samples: Supplemental Indenture (Equity Office Properties Trust)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.80"7.90% Senior Notes due 2021”2009."
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, for or in lieu of, other Notes of the series pursuant to Sections Section 2.05, 2.06, 2.07 2.07, 8.04 or 9.04 10.07 of the Base Indenture) shall be up to $500,000,000150,000,000.
(c3) The entire outstanding principal of the Notes shall be payable will mature on July 15October 1, 2021 plus any unpaid interest accrued to such date2009 (the "Stated Maturity Date").
(d4) The rate at which the Notes shall bear interest shall be 4.807.90% per annum; the date from which interest shall accrue on the Notes shall be July 15September 29, 2011 or from the most recent Interest Payment Date to which interest has been paid1999; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 April 1 and July 15 October 1 in each year, beginning January 15April 1, 20122000; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Notes Company, at its option, may be redeemed redeem the Notes, in whole or in part, at any time or in part from time to time, upon 30 day's notice (but not more than 60 days) at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1i) 100% of the principal amount of the Notes to be redeemed and or the Make Whole Amount (2as defined below) with respect to the Notes to be redeemed. The "Make Whole Amount" with respect to the Notes to be redeemed on any Redemption Date shall equal the sum of the present values values, as of such Redemption Date, of the remaining scheduled payments of principal and interest on the Notes to be redeemed Remaining Scheduled Payments (exclusive of interest accrued to the date of redemptionas defined below) discounted to the date of redemption discounted, on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15), 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount rate equal to the unredeemed portion thereof will be issued.
Treasury Rate (Bas defined below) If less than all plus 25 basis points. For purposes of calculating the Notes are to be redeemedMake Whole Amount, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption following terms shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used hereinfollowing meanings:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title “4.804.200% Senior Notes due 20212048.”.
(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, #90583875v9 other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000600,000,000.
(c) The entire outstanding principal of the Notes shall be payable on July 15March 1, 2021 2048 plus any unpaid interest accrued to such date.
(d) The rate at which the Notes shall bear interest shall be 4.804.200% per annum; the date from which interest shall accrue on the Notes shall be July 15March 1, 2011 2018 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 March 1 and July 15 September 1 in each year, beginning January 15September 1, 20122018; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 February 15 or August 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day 360‑day year consisting of twelve 30-day 30‑day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. .
(ii) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April 15September 1, 20212047 (the date that is six months prior to the stated maturity date of the Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed that would be due if the Notes matured on September 1, 2047 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 20 basis points.
(B) If the redemption date is on or after April 15September 1, 20212047 (the date that is six months prior to the stated maturity date of the Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:#90583875v9
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title “4.802.350% Senior Notes due 20212020.”.
(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(c) The entire outstanding principal of the Notes shall be payable on July 15March 6, 2021 2020 plus any unpaid interest accrued to such date.
(d) The rate at which the Notes shall bear interest shall be 4.802.350% per annum; the date from which interest shall accrue on the Notes shall be July 15March 6, 2011 2015 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 March 6 and July 15 September 6 in each year, beginning January 15September 6, 20122015; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 February 21 or August 21 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day 360‑day year consisting of twelve 30-day 30‑day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. .
(ii) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April 15February 6, 20212020, the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 15 basis points.
(B) If the redemption date is on or after April 15February 6, 20212020, the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Registerholders. Any notice that is mailed delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Trustee is to provide notice to the holders of the Notes are to be redeemedin accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon thereupon, in the case of a partial redemption, the Trustee shall select, by lot in accordance with the procedures of the Depository or in such other manner as it the Trustee shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one two thousand U.S. dollars ($1,0002,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,0002,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailingdelivery, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iiiiv) As used herein:
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title “4.805.00% Senior Notes due 2021”.
(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000300,000,000.
(c) The entire outstanding principal of the Notes shall be payable on July 15February 1, 2021 plus any unpaid interest accrued to such date.
(d) The rate at which the Notes shall bear interest shall be 4.805.00% per annum; the date from which interest shall accrue on the Notes shall be July 15January 28, 2011 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 February 1 and July 15 August 1 in each year, beginning January 15August 1, 20122011; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 15 and July 1 15 preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The Company, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 30 basis pointspoints (the “Redemption Price”), plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date.
(Bii) If the redemption date is on or after April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i1.02(e)(i) above, the Issuer Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed (the “Redemption Date”) for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure to duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer Company in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer Company defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 1 contract
Samples: First Supplemental Indenture (Family Dollar Stores Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of securities Securities having the title “4.805.50% Senior Notes due 20212013.”.
(b2) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, for or in lieu of, other Notes of the series pursuant to Sections Section 2.05, 2.06, 2.07 2.07, 8.04 or 9.04 10.07 of the Base Indenture) shall be up to $500,000,000100,000,000.
(c3) The entire outstanding principal of the Notes shall be payable will mature on July 15November 1, 2021 plus any unpaid interest accrued to such date2013 (the “Stated Maturity Date”).
(d4) The rate at which the Notes shall bear interest shall be 4.805.50% per annum; the date from which interest shall accrue on the Notes shall be July 15October 23, 2011 or from the most recent Interest Payment Date to which interest has been paid2003; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 May 1 and July 15 November 1 in each year, beginning January 15May 1, 20122004; the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be April 15 and October 15 (whether or not a Business Day), as the January 1 and July 1 case may be, immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Notes Company, at its option, may be redeemed redeem the Notes, in whole or in part, at any time or in part from time to time, upon 30 day’s notice (but not more than 60 days) at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1i) 100% of the principal amount of the Notes to be redeemed and or the Make Whole Amount (2as defined below) with respect to the Notes to be redeemed. The “Make Whole Amount” with respect to the Notes to be redeemed on any Redemption Date shall equal the sum of the present values values, as of such Redemption Date, of the remaining scheduled payments of principal and interest on the Notes to be redeemed Remaining Scheduled Payments (exclusive of interest accrued to the date of redemptionas defined below) discounted to the date of redemption discounted, on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15), 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount rate equal to the unredeemed portion thereof will be issued.
Treasury Rate (Bas defined below) If less than all plus 20 basis points. For purposes of calculating the Notes are to be redeemedMake Whole Amount, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption following terms shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used hereinfollowing meanings:
Appears in 1 contract
Terms of Notes. The following terms relating to the 2018 Notes are hereby established:
(a1) The 2018 Notes shall constitute a series of securities Notes having the title “4.80"______% Senior Notes due 2021”__________, 2018."
(b2) The aggregate principal amount of the Original 2018 Notes that may be authenticated and delivered under the Indenture (except for 2018 Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other 2018 Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, or 9.04 1107 of the Base Indenture) shall be up to $500,000,000__________.
(c3) The entire outstanding principal of the 2018 Notes shall be payable will mature on July 15_________, 2021 plus any unpaid interest accrued to such date2018 (the "Stated Maturity Date").
(d4) The rate at which the 2018 Notes shall bear interest shall be 4.80___% per annum; the date from which interest shall accrue on the Notes shall be July 15________, 2011 or from the most recent Interest Payment Date to which interest has been paid1998; the Interest Payment Dates for the 2018 Notes on which interest will be payable shall be January 15 _______ and July 15 ______ in each year, beginning January 15_____, 20121998; the regular record dates Regular Record Dates for the interest payable on the 2018 Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; .
(5) The Place of Payment where the principal of and the basis upon which interest on the 2018 Notes shall be calculated payable and 2018 Notes may be surrendered for the registration of transfer or exchange shall be that the office of a 360-day year consisting the Trustee's affiliate, State Street Bank and Trust Company, at 61 Bxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Xxe place where notices or demands to or upon the Operating Partnership in respect of twelve 30-day monthsthe 2018 Notes and the Indenture may be served shall be the Corporate Trust Office of the Trustee at 633 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxx, Xxxxxxxxxx 00000.
(i6) The 2018 Notes may shall not be redeemed in whole at any time or in part from time to time, redeemable at the option of any Holder thereof, upon the Issuer. The redemption price (the “Redemption Price”) occurrence of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis pointsany particular circumstances or otherwise.
(B7) If The Trustee shall also be the redemption date is on or after April 15, 2021, Security Registrar and Paying Agent for the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed2018 Notes.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion 8) The Holders of the 2018 Notes shall have no special rights in accordance with Section 1.01(e)(i) above, addition to those provided in the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear Indenture upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder occurrence of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issuedevents.
(B9) If less than all the The 2018 Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice have no additional Events of Default in advance of the date fixed for redemption as addition to the aggregate principal amount Events of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner Default set forth in this Section, such notice to be in the name Article Five of the Issuer or its own Indenture.
(10) Interest on any 2018 Note shall be payable only to the Person in whose name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption that 2018 Note is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending registered at the close of business on the day of Regular Record Date for such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii11) As used herein:The 2018 Notes shall not be subordinated to any other debt of the Operating Partnership, and shall constitute senior unsecured obligations of the Operating Partnership.
Appears in 1 contract
Terms of Notes. The following terms relating to the 2008 Notes are hereby established:
(a1) The 2008 Notes shall constitute a series of securities Notes having the title “4.80"______% Senior Notes due 2021”__________, 2008."
(b2) The aggregate principal amount of the Original 2008 Notes that may be authenticated and delivered under the Indenture (except for 2008 Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other 2008 Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, or 9.04 1107 of the Base Indenture) shall be up to $500,000,000__________.
(c3) The entire outstanding principal of the 2008 Notes shall be payable will mature on July 15_________, 2021 plus any unpaid interest accrued to such date2008 (the "Stated Maturity Date").
(d4) The rate at which the 2008 Notes shall bear interest shall be 4.80___% per annum; the date from which interest shall accrue on the Notes shall be July 15________, 2011 or from the most recent Interest Payment Date to which interest has been paid1998; the Interest Payment Dates for the 2008 Notes on which interest will be payable shall be January 15 _______ and July 15 ______ in each year, beginning January 15_____, 20121998; the regular record dates Regular Record Dates for the interest payable on the 2008 Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; .
(5) The Place of Payment where the principal of and the basis upon which interest on the 2008 Notes shall be calculated payable and 2008 Notes may be surrendered for the registration of transfer or exchange shall be that the Office of a 360-day year consisting the Trustee's affiliate, State Street Bank and Trust Company, at 61 Bxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Xxe place where notices or demands to or upon the Operating Partnership in respect of twelve 30-day monthsthe 2008 Notes and the Indenture may be served shall be the Corporate Trust Office of the Trustee at 633 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
(i6) The 2008 Notes may shall not be redeemed in whole at any time or in part from time to time, redeemable at the option of any Holder thereof, upon the Issuer. The redemption price (the “Redemption Price”) occurrence of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis pointsany particular circumstances or otherwise.
(B7) If The Trustee shall also be the redemption date is on or after April 15, 2021, Security Registrar and Paying Agent for the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed2008 Notes.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion 8) The Holders of the 2008 Notes shall have no special rights in accordance with Section 1.01(e)(i) above, addition to those provided in the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear Indenture upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder occurrence of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issuedevents.
(B9) If less than all the The 2008 Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice have no additional Events of Default in advance of the date fixed for redemption as addition to the aggregate principal amount Events of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner Default set forth in this Section, such notice to be in the name Article Five of the Issuer or its own Indenture.
(10) Interest on any 2008 Note shall be payable only to the Person in whose name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption that 2008 Note is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending registered at the close of business on the day of Regular Record Date for such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii11) As used herein:The 2008 Notes shall not be subordinated to any other debt of the Operating Partnership, and shall constitute senior unsecured obligations of the Operating Partnership.
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The 2022 Notes shall constitute a series of securities having the title “4.802.750% Senior Notes due 20212022.” The 2047 Notes shall constitute a series of securities having the title “4.350% Senior Notes due 2047.”.
(b) The aggregate principal amount of the 2022 Original Notes that may be authenticated and delivered under the Indenture (except for 2022 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2022 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000. The aggregate principal amount of the 2047 Original Notes that may be authenticated and delivered under the Indenture (except for 2047 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2047 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(c) The entire outstanding principal of the 2022 Notes shall be payable on July 15January 30, 2021 2022 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2047 Notes shall be payable on January 30, 2047 plus any unpaid interest accrued to such date.
(d) The rate at which the 2022 Notes shall bear interest shall be 4.802.750% per annum; the rate at which the 2047 Notes shall bear interest shall be 4.350% per annum; the date from which interest shall accrue on the 2022 Notes shall be July 15January 12, 2011 2017 or from the most recent Interest Payment Date to which interest has been paid; the date from which interest shall accrue on the 2047 Notes shall be January 12, 2017 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 30 and July 15 30 in each year, beginning January 15July 30, 20122017; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and 15 or July 1 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day 360‑day year consisting of twelve 30-day 30‑day months.
(i) The Each series of Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. .
(ii) The redemption price (the “Redemption Price”) of the 2022 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April 15December 30, 20212021 (the date that is one month prior to the stated maturity date of the 2022 Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2022 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2022 Notes to be redeemed that would be due if the 2022 Notes matured on December 30, 2021 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 15 basis points.
(B) If the redemption date is on or after April 15December 30, 20212021 (the date that is one month prior to the stated maturity date of the 2022 Notes), the 2022 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2022 Notes to be redeemed.
(iii) The Redemption Price of the 2047 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to July 30, 2046 (the date that is six months prior to the stated maturity date of the 2047 Notes), the 2047 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2047 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2047 Notes to be redeemed that would be due if the 2047 Notes matured on July 30, 2046 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.
(B) If the redemption date is on or after July 30, 2046 (the date that is six months prior to the stated maturity date of the 2047 Notes), the 2047 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2047 Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of either or both series of the 2022 Notes and the 2047 Notes in accordance with Section 1.01(e)(i1.01(e)
(i) (iii) above, as applicable to such series, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the such series of Notes to be redeemed by mailing, first class postage prepaid, transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Registerholders. Any notice that is mailed delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. .
(B) Each such notice of redemption shall specify the series and amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the such series of Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes of a series are to be redeemed, the notice to the holders of the Notes of that series to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the any Notes are to be redeemed in part only, the notice that relates to such series of Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issued.
(BC) If less than all the Trustee is to provide notice to the holders of the Notes are to be redeemedin accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes of such series to be redeemed, and thereupon thereupon, in the Trustee shall selectcase of a partial redemption, by lot or the Notes of such series to be redeemed will be selected in such other accordance with the procedures of the Depository in a manner as it shall deem appropriate and fair in its discretion and that may provide provides for the selection of a portion or portions (equal to one two thousand U.S. dollars ($1,0002,000) or integral multiples of $1,000 in excess thereof) of the principal amount of Notes of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. 2,000.
(D) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of a series of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. .
(E) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes of the applicable series during a period beginning at the opening of business 15 days before the day of the mailing delivery of a notice of redemption of the Notes of such series selected for redemption and ending at the close of business on the day of such mailingdelivery, or (ii) to register the transfer of or exchange any Notes of such series so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. .
(F) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iiiv) As used herein:
Appears in 1 contract
Samples: Ninth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The 2019 Notes shall constitute a series of securities having the title “4.802.350% Senior Notes due 20212019.” The 2025 Notes shall constitute a series of securities having the title “3.500% Senior Notes due 2025.”.
(b) The aggregate principal amount of the 2019 Original Notes that may be authenticated and delivered under the Indenture (except for 2019 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2019 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $300,000,000. The aggregate principal amount of the 2025 Original Notes that may be authenticated and delivered under the Indenture (except for 2025 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2025 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000.
(c) The entire outstanding principal of the 2019 Notes shall be payable on July 15September 10, 2021 2019 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2025 Notes shall be payable on March 10, 2025 plus any unpaid interest accrued to such date.
(d) The rate at which the 2019 Notes shall bear interest shall be 4.802.350% per annum; the rate at which the 2025 Notes shall bear interest shall be 3.500% per annum; the date from which interest shall accrue on the 2019 Notes shall be July 15September 10, 2011 2014 or from the most recent Interest Payment Date to which interest has been paid; the date from which interest shall accrue on the 2025 Notes shall be September 10, 2014 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2019 Notes on which interest will be payable shall be January 15 March 10 and July 15 September 10 in each year, beginning January 15March 10, 20122015; the Interest Payment Dates for the 2025 Notes on which interest will be payable shall be March 10 and September 10 in each year, beginning March 10, 2015; the regular record dates for the interest payable on the 2019 Notes on any Interest Payment Date shall be the January 1 and July 1 February 23 or August 26 immediately preceding the applicable Interest Payment Date; the regular record dates for the interest payable on the 2025 Notes on any Interest Payment Date shall be the February 23 or August 26 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i) The Each series of Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. .
(ii) The redemption price (the “Redemption Price”) of the 2019 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April 15August 10, 20212019, the 2019 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2019 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2019 Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 12.5 basis points.
(B) If the redemption date is on or after April 15August 10, 20212019, the 2019 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2019 Notes to be redeemed.
(iii) The Redemption Price of the 2025 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to December 10, 2024, the 2025 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2025 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2025 Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points.
(B) If the redemption date is on or after December 10, 2024, the 2025 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2025 Notes to be redeemed.
(iv) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of either or both series of the 2019 Notes and the 2025 Notes in accordance with Section 1.01(e)(i) – (iii) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Registerholders. Any notice that is mailed delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. .
(A) Each such notice of redemption shall specify the series and amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes of a series are to be redeemed, the notice to the holders of the Notes of that series to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the any Notes are to be redeemed in part only, the notice that relates to such Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note of such series in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Trustee is to provide notice to the holders of the Notes are to be redeemedin accordance with this Section 1.01(e)(iv), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes of such series to be redeemed, and thereupon thereupon, in the case of a partial redemption, the Trustee shall select, by lot or in such other manner in accordance with the procedures of DTC or as it the Trustee shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one two thousand U.S. dollars ($1,0002,000) or integral multiples of $1,000 in excess thereof) of the principal amount of Notes of such series of Notes of a denomination larger than $1,0002,000, the Notes of such series to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes of such series to be redeemed, in whole or in part. .
(C) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of a series of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. .
(D) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes of the applicable series during a period beginning at the opening of business 15 days before the day of the mailing delivery of a notice of redemption of the Notes of such series selected for redemption and ending at the close of business on the day of such mailingdelivery, or (ii) to register the transfer of or exchange any Notes of such series so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. .
(E) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iiiv) As used herein:
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Marsh & McLennan Companies, Inc.)
Terms of Notes. The following terms relating aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,350,000,000; provided, however, that subject to the Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of Notes of this Series, may issue additional notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price, the initial Interest Payment Date and rights under a related registration rights agreement, if any. Any such Additional Notes shall be authenticated by the Trustee upon receipt of a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single Series of Notes under the Indenture; provided that if such Additional Notes are hereby established:not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP, ISIN, common code or other identifying number, as applicable.
(a) The Notes shall constitute a series of securities having this Series issued on the title “4.80Series Issue Date will be issued at an issue price of 100% Senior Notes due 2021”of the principal amount thereof.
(b) The aggregate principal amount of the Original Notes that may be authenticated of this Series is due and delivered under the Indenture (except for Notes authenticated and delivered upon registration ofpayable in full on April 15, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,0002031 unless earlier redeemed.
(c) The entire outstanding principal Notes of the Notes shall be payable on July 15, 2021 plus any unpaid interest accrued to such date.
(d) The rate at which the Notes this Series shall bear interest shall be 4.80% per annum; the date from which interest shall accrue (computed on the Notes shall be July 15, 2011 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 and July 15 in each year, beginning January 15, 2012; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting comprised of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
rate of 3.500% per annum from and including the Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on April 15 and October 15 of each year (B) If the redemption date is on or after April each, an “Interest Payment Date”), commencing October 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice 2021 to the holder of any Note designated for redemption Persons in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of whose name such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending Series were registered at the close of business on the day preceding April 1 or October 1, respectively.
(d) Principal of such mailing, or and interest on the Notes of this Series shall be payable as set forth in Exhibit A.
(iie) to register the transfer Other than as provided in Article III of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above providedthis Forty-Eighth Supplemental Indenture, the Notes of this Series shall not be redeemable.
(f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or portions sinking fund.
(g) The Notes of this Series shall not be convertible into any other securities.
(h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture.
(i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes to of this Series until such time as the Trustee has resigned or a successor has been appointed.
(j) The Notes of this Series will initially be redeemed specified evidenced by one or more Global Notes issued in such notice the name of Cede & Co., as nominee of The Depository Trust Company.
(k) The Company shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Pricepay principal of, premium, if any, and interest on such the Notes shall cease to accrue on and after of this Series in money of the date fixed United States of America that at the time of payment is legal tender for redemption, unless the Issuer shall default in the payment of such Redemption Price public and accrued interestprivate debts.
(iii) As used herein:
Appears in 1 contract
Samples: Forty Eighth Supplemental Indenture (T-Mobile US, Inc.)
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title “4.801.250% Senior Notes due 20212030.”.
(b) The aggregate principal amount of the 2030 Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,0001,000,000,000.
(c) The entire outstanding principal of the Notes shall be payable on July 15September 1, 2021 2030 plus any unpaid interest accrued to such date. Any payments under the Indenture shall be received by the Trustee or Paying Agent no later than 10:00 A.M. (EST) on the applicable payment date or redemption date.
(d) The rate at which the Notes shall bear interest shall be 4.801.250% per annum; the date from which interest shall accrue on the Notes shall be July 15August 13, 2011 2020 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 March 1 and July 15 September 1 in each year, beginning January 15March 1, 20122021; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 February 15 or August 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. Company.
(ii) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April 15June 1, 20212030 (the “Par Call Date”), the Notes to be redeemed may be redeemed by the Issuer Company at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments (through the Par Call Date assuming for such purpose that such Notes to be redeemed matured on the Par Call Date) of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 10 basis points.; or
(B) If the redemption date is on or after April 15, 2021the Par Call Date, the Notes to be redeemed may be redeemed by the Issuer Company at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.
(Aiii) In case the Issuer Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section Section 1.01(e)(i) – (ii) above, the Issuer Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by electronically delivering or mailing, first class postage prepaid, a notice of such redemption not less than 30 15 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. If the Company provides notice to the holders of the Notes, the Company shall give the Trustee written notice of such notice of redemption to holders not less than 5 days in advance of the date on which such notice of redemption is to be delivered to holders (unless a shorter notice shall be satisfactory to the Trustee and agreed in writing).
(A) Each such notice of redemption shall specify the amount of Notes to be redeemed, the date fixed for redemption redemption, the CUSIP or ISIN number(s) of such Notes and the applicable Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer Company in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer Company defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the any Notes are to be redeemed in part only, the notice that relates to such Notes shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Trustee is to provide notice to the holders of the Notes are to be redeemedin accordance with this Section 1.01(e)(iii), for a partial or full redemption, the Issuer Company shall give the Trustee at least 45 30 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon thereupon, in the case of a partial redemption, the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair (in its discretion accordance with the Depositary’s customary procedures) and that may provide for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) and integral multiples of one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,0002,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer Company in writing of the numbers of the Notes to be redeemed, in whole or in part. .
(C) The Issuer Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice Presidentan Authorized Officer, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. .
(D) Subject to Section 2.11 of the Base IndentureIndenture with respect to any Global Security, the Issuer Company shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. .
(E) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless except that interest shall continue to accrue on any such Notes or portion thereof with respect to which the Issuer shall default Company defaults in the payment of such Redemption Price and accrued interest.
(iiiiv) As used herein:
Appears in 1 contract
Samples: First Supplemental Indenture (Automatic Data Processing Inc)
Terms of Notes. The following terms relating to the Notes are hereby established:. Unless explicitly stated otherwise, the following terms shall apply to both the 2004 Notes and 2009 Notes.
(a1) The 2004 Notes shall constitute a series of securities Securities having the title “4.80"6.8% Senior Notes due 2021”Due May 1, 2004," and the 2009 Notes shall constitute a series of Securities having the title "7.25% Notes Due May 1, 2009."
(b2) The aggregate principal amount of the Original 2004 and 2009 Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05304, 2.06305, 2.07 306, 906, 1107 or 9.04 1305 of the Base Indenture) shall each be up to $500,000,000200,000,000.
(c3) The entire outstanding principal of the 2004 Notes shall be payable on July 15May 1, 2021 plus any unpaid interest accrued to such date2004, and the entire outstanding principal of the 2009 Notes shall be payable on May 1, 2009 (each, a "Stated Maturity Date").
(d4) The rate at which the 2004 Notes shall bear interest shall be 4.80% per annum6.8%, and the rate at which the 2009 Notes shall bear interest shall be 7.25%; the date from which interest shall accrue on the Notes shall accrue shall be July 15May 11, 2011 or from the most recent Interest Payment Date to which interest has been paid1999; the Interest Payment Dates for the Notes on which interest will be payable shall be January 15 May 1 and July 15 November 1 in each year, beginning January 15November 1, 2012; 1999, the regular record dates Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 and July 1 15th calendar day preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i5) The Place of Payment where the principal of and interest on the Notes shall be payable and Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee in St. Xxxx, Minnesota. The place where notices or demands to or upon the Issuer in respect of the Notes and the Indenture may be served shall be the corporate trust office of the Trustee at Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
(A) The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The , in whole, or from time to time in part, at a redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date:
(A) If the redemption date is prior to April 15, 2021, the Notes may be redeemed by the Issuer at a Redemption Price equal to the greater sum of (1i) 100% of the principal amount of the Notes (or portion thereof) being redeemed plus accrued interest thereon to be redeemed the redemption date and (2ii) the sum Make-Whole Amount (as defined below), if any, with respect to such Notes (or portion thereof) (the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been made available on the present values of the remaining scheduled payments of principal and redemption date referred to in such notice, such Notes (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes will be to receive payment of the Redemption Price, with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) will be redeemed (exclusive of interest accrued given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date of fixed for redemption) discounted to the date . The notice of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.
(B) If the redemption date is on or after April 15will specify, 2021among other items, the Notes may be redeemed by the Issuer at a Redemption Price equal to 100% of and the principal amount of the Notes held by such Holder to be redeemed.
(A) In case . On the Issuer shall desire to exercise such right to redeem all orthird Business Day preceding the date notice of redemption is given, as the case may be, a portion Company will notify the Trustee of the Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause Redemption Price and the Trustee to, give may rely and shall be fully protected in acting upon the determination of the Company as to such Redemption Price. The Issuer will notify the Trustee in writing at least 45 days prior to giving notice of redemption (or such redemption shorter period as is satisfactory to holders the Trustee in its sole discretion) of the aggregate principal amount of Notes to be redeemed by mailing, first class postage prepaid, a notice of such and their redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interestdate. If less than all the Notes are to be redeemedredeemed at the option of the Issuer, the notice to the holders of Trustee shall select by lot, the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemedpart. In case the event of redemption of the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal for the amount equal to of the unredeemed portion thereof will shall be issuedissued in the name of the Holder thereto, upon cancellation thereof.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:
Appears in 1 contract
Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The 2018 Notes shall constitute a series of securities having the title “4.802.55% Senior Notes due 20212018.” The 2023 Notes shall constitute a series of securities having the title “4.05% Senior Notes due 2023.”.
(b) The aggregate principal amount of the 2018 Original Notes that may be authenticated and delivered under the Indenture (except for 2018 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2018 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $500,000,000250,000,000. The aggregate principal amount of the 2023 Original Notes that may be authenticated and delivered under the Indenture (except for 2023 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2023 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $250,000,000.
(c) The entire outstanding principal of the 2018 Notes shall be payable on July October 15, 2021 2018 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2023 Notes shall be payable on October 15, 2023 plus any unpaid interest accrued to such date.
(d) The rate at which the 2018 Notes shall bear interest shall be 4.802.55% per annum; the rate at which the 2023 Notes shall bear interest shall be 4.05% per annum; the date from which interest shall accrue on the 2018 Notes shall be July 15September 27, 2011 2013 or from the most recent Interest Payment Date to which interest has been paid; the date from which interest shall accrue on the 2023 Notes shall be September 27, 2013 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2018 Notes on which interest will be payable shall be January April 15 and July October 15 in each year, beginning January April 15, 20122014; the Interest Payment Dates for the 2023 Notes on which interest will be payable shall be April 15 and October 15 in each year, beginning April 15, 2014; the regular record dates for the interest payable on the 2018 Notes on any Interest Payment Date shall be the January April 1 and July or October 1 immediately preceding the applicable Interest Payment Date; the regular record dates for the interest payable on the 2023 Notes on any Interest Payment Date shall be the April 1 or October 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(i) The Each series of Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. .
(ii) The redemption price (the “Redemption Price”) of the 2018 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to April September 15, 20212018, the 2018 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2018 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2018 Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 20 basis points.
(B) If the redemption date is on or after April September 15, 20212018, the 2018 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2018 Notes to be redeemed.
(iii) The Redemption Price of the 2023 Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:
(A) If the redemption date is prior to July 15, 2023, the 2023 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2023 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2023 Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.
(B) If the redemption date is on or after July 15, 2023, the 2023 Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the 2023 Notes to be redeemed.
(iv) (A) In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of either or both series of the 2018 Notes and the 2023 Notes in accordance with Section 1.01(e)(i) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.
(B) If less than all the Notes are to be redeemed, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such series of Notes of a denomination larger than $1,000, the Notes to be redeemed and shall thereafter promptly notify the Issuer in writing of the numbers of the Notes to be redeemed, in whole or in part. The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part. If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.
(iii) As used herein:the
Appears in 1 contract
Samples: Third Supplemental Indenture (Marsh & McLennan Companies, Inc.)
