Terms of Notes. The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,250,000,000; 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 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 of this Series issued on the Series Issue Date will be issued at an issue price of 100% of the principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on April 15, 2029 unless earlier redeemed. (c) The Notes of this Series shall bear interest (computed on the basis of a 360-day year comprised of twelve 30-day months) at the rate of 3.375% 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 (each, an “Interest Payment Date”), commencing October 15, 2021 to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April 1 or October 1, respectively. (d) Principal of and interest on the Notes of this Series shall be payable as set forth in Exhibit A. (e) Other than as provided in Article III of this Forty-Seventh 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 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 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 evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.
Appears in 1 contract
Samples: Forty Seventh Supplemental Indenture (T-Mobile US, Inc.)
Terms of Notes. The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,250,000,0001,000,000,000; 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 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 of this Series issued on the Series Issue Date will be issued at an issue price of 100% of the principal amount thereof.
(b) The principal amount of the Notes of this Series is due and payable in full on April February 15, 2029 2026 unless earlier redeemed.
(c) The Notes of this Series shall bear interest (computed on the basis of a 360-day year comprised of twelve 30-day months) at the rate of 3.3752.250% 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 February 15 and October August 15 of each year (each, an “Interest Payment Date”), commencing October August 15, 2021 to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April February 1 or October August 1, respectively.
(d) Principal of and interest on the Notes of this Series shall be payable as set forth in Exhibit A.
(e) Other than as provided in Article III of this Forty-Seventh Third 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 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 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 evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.
(k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.
Appears in 1 contract
Samples: Forty Third Supplemental Indenture (T-Mobile US, Inc.)
Terms of Notes. The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,250,000,000; 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 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 authorized for issue are limited to an aggregate principal amount of this Series issued on the Series Issue Date will $100,000,000 and shall be issued at an issue price of 100designated as "3.5% Secured Notes" of the principal amount thereofCompany.
(b) The principal amount Notes shall be dated as of the date of issue. The Notes of this Series is due shall mature on the Maturity Date and payable shall bear interest as set forth in full on April 15, 2029 unless earlier redeemedSection 2.3(c).
(c) The Subject to Section 2.3(d), the Notes of this Series shall bear interest (computed on from, and including, the basis date of a 360-day year comprised of twelve 30-day months) issue at the rate of 3.375equal to 3.5% percent per annum from annum, payable as set forth in Sections 2.16 and including the Series Issue Date until maturity or early redemption; and interest will be payable semi-annually 2.18, in arrears in equal quarterly payments on April 15 March 31, June 30, September 30 and October 15 of December 31 in each year year, the first such payment to fall due on December 31, 2014 and the last such payment (each, an “representing interest payable from the last Interest Payment Date”)) to fall due on the Maturity Date, commencing October 15payable after as well as before maturity and after as well as before Default, 2021 to the Persons with interest on amounts in whose name such Notes of this Series were registered Default at the close of business on the preceding April 1 or October 1, respectivelysame rate.
(d) Principal The Company has the option to extend the Maturity Date for a further term of three (3) years ending on the Renewal Maturity Date upon written notice to the Trustee in accordance with Section 16.1, provided that the Note is in good standing and such Notice is provided not less than 180 days prior to the Maturity Date (the "Renewal Term") and upon payment to the Holders on a pro rata basis of a renewal fee equal to one percent (1%) of the outstanding principal amount due and owing under this Indenture and the Notes as of the Maturity Date. Notwithstanding any other provisions set forth herein, the interest payable on the Notes of this Series for the Renewal Term shall be equal to 3.5%, effective as of the commencement of the Renewal Term, calculated and payable as set forth in Exhibit A.accordance with Section 2.3(c) above.
(e) Other than as provided The Notes will be direct secured obligations of the Company in accordance with the provisions of Article III of this Forty-Seventh Supplemental Indenture5. In accordance with Section 2.8, the Notes will rank equally with one another and with any indebtedness incurred for the acquisition of this Series shall not real property and which is secured by a Specified Priority Encumbrance (as defined in Section 2.8), but will be redeemablesubordinate to the security interests previously granted and properly registered pursuant to the 8% Variable Secured Debentures.
(f) The Holder of each Note shall have no right of conversion at any time, either prior to or following the Maturity Date or Renewal Maturity Date, as the case may be.
(g) Subject to the last sentence in this Section 2.3(g), the Notes may (at the discretion of the Company) be issued as Uncertificated Notes in the form of a Global Note in denominations of $1,000 and integral multiples of $1,000. Each Global Note Authenticated in accordance with this Indenture representing Uncertificated Notes shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and, in the case of a Global Note that is a Certificated Note, delivered to such Depository or a nominee thereof as custodian therefore, and each such Global Note shall constitute a single Note for all purposes of this Series Indenture. Beneficial interest in the Global Note will not be shown on the records maintained by the Depository but will be represented through book-entry accounts of Depository Participants on behalf of the beneficial owners of such Global Note. None of the Company, the Trustee and any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository or any Depository Participant on account of the beneficial interest in any Global Note. Except as provided in Section 3.2(a), owners of beneficial interests in any Global Note shall not be entitled to the benefit of any mandatory redemption or sinking fund.
(g) The have Notes of this Series registered in their names and shall not be convertible into any other securities.
(h) The Notes of this Series will be unsubordinated debt securities and will receive or be entitled to unsubordinated Note Guarantees of receive Notes in definitive form. Notwithstanding the Guarantors in accordance with the terms of the Indenture.
foregoing, Notes sold to persons who are: (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes 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 evidenced by one or more Global Notes issued accredited investors in the name of Cede & Co., as nominee of The Depository Trust Company.
(k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States pursuant to Section 2.5 shall be issued Certificated Notes bearing the U.S. Legend; or (ii) resident in neither Canada nor the United States may be issued Certified Notes in the discretion of America that at the time of payment is legal tender for payment of public and private debtsCompany.
Appears in 1 contract
Samples: Trust Indenture
Terms of Notes. The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,250,000,0001,000,000,000; 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 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 of this Series issued on the Series Issue Date will be issued at an issue price of 100% of the principal amount thereof.
(b) The principal amount of the Notes of this Series is due and payable in full on April February 15, 2029 unless earlier redeemed.
(c) The Notes of this Series shall bear interest (computed on the basis of a 360-day year comprised of twelve 30-day months) at the rate of 3.3752.625% 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 February 15 and October August 15 of each year (each, an “Interest Payment Date”), commencing October August 15, 2021 to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April February 1 or October August 1, respectively.
(d) Principal of and interest on the Notes of this Series shall be payable as set forth in Exhibit A.
(e) Other than as provided in Article III of this Forty-Seventh Fourth 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 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 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 evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.
(k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.
Appears in 1 contract
Samples: Forty Fourth Supplemental Indenture (T-Mobile US, Inc.)
Terms of Notes. The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be $1,250,000,0001,000,000,000; 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 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 of this Series issued on the Series Issue Date will be issued at an issue price of 100% of the principal amount thereof.
(b) The principal amount of the Notes of this Series is due and payable in full on April February 15, 2029 2031 unless earlier redeemed.
(c) The Notes of this Series shall bear interest (computed on the basis of a 360-day year comprised of twelve 30-day months) at the rate of 3.3752.875% 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 February 15 and October August 15 of each year (each, an “Interest Payment Date”), commencing October August 15, 2021 to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April February 1 or October August 1, respectively.
(d) Principal of and interest on the Notes of this Series shall be payable as set forth in Exhibit A.
(e) Other than as provided in Article III of this Forty-Seventh Fifth 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 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 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 evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.
(k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.
Appears in 1 contract
Samples: Forty Fifth Supplemental Indenture (T-Mobile US, Inc.)
