Common use of Terms of Notes Clause in Contracts

Terms of Notes. The following terms relating to the Notes are hereby established: (a) The 2020 Notes shall constitute a series of securities having the title “3.500% Senior Notes due 2020”. The 2024 Notes shall constitute a series of securities having the title “3.875% Senior Notes due 2024”. The 2029 Notes shall constitute a series of securities having the title “4.375% Senior Notes due 2029”. The 2039 Notes shall constitute a series of securities having the title “4.750% Senior Notes due 2039”. The 2049 Notes shall constitute a series of securities having the title “4.900% Senior Notes due 2049”. The Floating Rate Notes shall constitute a series of securities having the title “Floating Rate Senior Notes due 2021”. (b) The aggregate principal amount of the 2020 Original Notes that may be authenticated and delivered under the Indenture (except for 2020 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2020 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $700,000,000. The aggregate principal amount of the 2024 Original Notes that may be authenticated and delivered under the Indenture (except for 2024 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2024 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,000,000,000. The aggregate principal amount of the 2029 Original Notes that may be authenticated and delivered under the Indenture (except for 2029 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2029 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the 2039 Original Notes that may be authenticated and delivered under the Indenture (except for 2039 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2039 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 2049 Original Notes that may be authenticated and delivered under the Indenture (except for 2049 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2049 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the Original Floating Rate Notes that may be authenticated and delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Floating Rate Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $300,000,000. (c) The entire outstanding principal of the 2020 Notes shall be payable on December 29, 2020 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2024 Notes shall be payable on March 15, 2024 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2029 Notes shall be payable on March 15, 2029 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2039 Notes shall be payable on March 15, 2039 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2049 Notes shall be payable on March 15, 2049 plus any unpaid interest accrued to such date. The entire outstanding principal of the Floating Rate Notes shall be payable on December 29, 2021 plus any unpaid interest accrued to such date. (d) (i) The rate at which the 2020 Notes shall bear interest shall be 3.500% per annum; the date from which interest shall accrue on the 2020 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2020 Notes on which interest will be payable shall be June 29 and December 29 in each year, beginning June 29, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the June 14 or December 14 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2020 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (ii) The rate at which the 2024 Notes shall bear interest shall be 3.875% per annum; the date from which interest shall accrue on the 2024 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2024 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2024 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iii) The rate at which the 2029 Notes shall bear interest shall be 4.375% per annum; the date from which interest shall accrue on the 2029 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2029 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2029 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iv) The rate at which the 2039 Notes shall bear interest shall be 4.750% per annum; the date from which interest shall accrue on the 2039 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2039 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2039 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (v) The rate at which the 2049 Notes shall bear interest shall be 4.900% per annum; the date from which interest shall accrue on the 2049 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2049 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2049 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (vi) The rate at which the Floating Rate Notes shall bear interest shall be as determined by the Calculation Agent (as defined below) in accordance with Section 1.01(d)(vii), subject to the maximum interest rate permitted by New York law (as the same may be modified by United States law of general application). Interest on the Floating Rate Notes for any interest period shall be equal to LIBOR on the Interest Determination Date for such interest period, plus 1.200%. The date from which interest shall accrue on the Floating Rate Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Floating Rate Notes on which interest will be payable shall be March 29, June 29, September 29 and December 29 in each year, beginning March 29, 2019; the regular record dates for the interest payable on the Floating Rate Notes on any Interest Payment Date shall be 15 calendar days immediately preceding the applicable Interest Payment Date. (vii) Promptly upon determination, the Calculation Agent will inform the Trustee (if the Trustee is not then serving as the Calculation Agent) and the Issuer of the interest rate for the next interest period for the Floating Rate Notes. Absent willful misconduct, bad faith or manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the respective holders of the Floating Rate Notes, the Trustee and the Issuer. Upon request from any holder of Floating Rate Notes, the Calculation Agent will provide the interest rate in effect for the Floating Rate Notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest period. The accrued interest for any period shall be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. The accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) shall be computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360. All percentages resulting from any calculation of the interest rate with respect to the Floating Rate Notes will be rounded, if necessary, to the nearest one- hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544 (or .09876544) would be rounded to 9.87654% (or .0987654)). Dollar amounts resulting from such calculation shall be rounded to the nearest cent, with one-half cent being rounded upward. (i) The 2020 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 2020 Notes to be redeemed shall be equal to the greater of (1) 100% of the principal amount of the 2020 Notes to be redeemed and (2) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed that would be due, 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 the Applicable Spread (as defined below) for the 2020 Notes, plus, in each case, accrued and unpaid interest on the principal amount of the 2020 Notes being redeemed to but excluding the redemption date. (ii) Each of the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 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 of each such series of Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of such series of Notes being redeemed to but excluding the redemption date: (A) If the redemption date is prior to the Applicable Par Call Date (as defined below) for such series of 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, 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 Applicable Par Call Date for such series of Notes (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 the Applicable Spread for such series of Notes. (B) If the redemption date is on or after the Applicable Par Call Date for such series of 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.

Appears in 1 contract

Samples: Supplemental Indenture

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Terms of Notes. The following terms relating to the Notes are hereby established: (a) The 2020 2034 Notes shall constitute a series of securities having the title “3.5005.150% Senior Notes due 20202034”. The 2024 2054 Notes shall constitute a series of securities having the title “3.8755.450% Senior Notes due 2024”. The 2029 Notes shall constitute a series of securities having the title “4.375% Senior Notes due 2029”. The 2039 Notes shall constitute a series of securities having the title “4.750% Senior Notes due 2039”. The 2049 Notes shall constitute a series of securities having the title “4.900% Senior Notes due 2049”. The Floating Rate Notes shall constitute a series of securities having the title “Floating Rate Senior Notes due 20212054”. (b) The aggregate principal amount of the 2020 Original 2034 Notes that may be authenticated and delivered under the Indenture (except for 2020 2034 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2020 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $700,000,000. The aggregate principal amount of the 2024 Original Notes that may be authenticated and delivered under the Indenture (except for 2024 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2024 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,000,000,000. The aggregate principal amount of the 2029 Original Notes that may be authenticated and delivered under the Indenture (except for 2029 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2029 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the 2039 Original Notes that may be authenticated and delivered under the Indenture (except for 2039 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2039 2034 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 2049 Original 2054 Notes that may be authenticated and delivered under the Indenture (except for 2049 2054 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2049 2054 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the Original Floating Rate Notes that may be authenticated and delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Floating Rate Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $300,000,000500,000,000. (c) The entire outstanding principal of the 2020 2034 Notes shall be payable on December 29March 15, 2020 2034, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2024 2054 Notes shall be payable on March 15, 2024 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2029 Notes shall be payable on March 152054, 2029 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2039 Notes shall be payable on March 15, 2039 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2049 Notes shall be payable on March 15, 2049 plus any unpaid interest accrued to such date. The entire outstanding principal of the Floating Rate Notes shall be payable on December 29, 2021 plus any unpaid interest accrued to such date. (d) (i) The rate at which the 2020 2034 Notes shall bear interest shall be 3.5005.150% per annum; the date from which interest shall accrue on the 2020 2034 Notes shall be January 15February 20, 2019 2024 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2020 2034 Notes on which interest will be payable shall be June 29 March 15 and December 29 September 15 in each year, beginning June 29September 15, 20192024; the regular record dates for the interest payable on the 2034 Notes on any Interest Payment Date shall be the June 14 March 1 or December 14 September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2020 2034 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iie) The rate at which the 2024 2054 Notes shall bear interest shall be 3.8755.450% per annum; the date from which interest shall accrue on the 2024 2054 Notes shall be January 15February 20, 2019 2024 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2024 2054 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 20192024; the regular record dates for the interest payable on the 2054 Notes on any Interest Payment Date shall be the February 28 March 1 or August 31 September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2024 2054 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iiif) The rate at which the 2029 Notes shall bear interest shall be 4.375% per annum; the date from which interest shall accrue on the 2029 Notes shall be January Prior to December 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2029 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2029 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iv) The rate at which the 2039 Notes shall bear interest shall be 4.750% per annum; the date from which interest shall accrue on the 2039 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2039 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2039 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (v) The rate at which the 2049 Notes shall bear interest shall be 4.900% per annum; the date from which interest shall accrue on the 2049 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2049 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2049 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (vi) The rate at which the Floating Rate Notes shall bear interest shall be as determined by the Calculation Agent (as defined below) in accordance with Section 1.01(d)(vii), subject to the maximum interest rate permitted by New York law (as the same may be modified by United States law of general application). Interest on the Floating Rate Notes for any interest period shall be equal to LIBOR on the Interest Determination Date for such interest period, plus 1.200%. The date from which interest shall accrue on the Floating Rate Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Floating Rate Notes on which interest will be payable shall be March 29, June 29, September 29 and December 29 in each year, beginning March 29, 2019; the regular record dates for the interest payable on the Floating Rate Notes on any Interest Payment Date shall be 15 calendar days immediately preceding the applicable Interest Payment Date. (vii) Promptly upon determination, the Calculation Agent will inform the Trustee (if the Trustee is not then serving as the Calculation Agent) and the Issuer of the interest rate for the next interest period for the Floating Rate Notes. Absent willful misconduct, bad faith or manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the respective holders of the Floating Rate Notes, the Trustee and the Issuer. Upon request from any holder of Floating Rate Notes, the Calculation Agent will provide the interest rate in effect for the Floating Rate Notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest period. The accrued interest for any period shall be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. The accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) shall be computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360. All percentages resulting from any calculation of the interest rate 2033 with respect to the Floating Rate 2034 Notes will be rounded(three months prior to their maturity date) (the “2034 Par Call Date”) or September 15, if necessary, 2053 with respect to the nearest one- hundred thousandth 2054 Notes (six months prior to their maturity date) (the “2054 Par Call Date”; each of the 2034 Par Call Date and the 2054 Par Call Date are herein referred to as a percentage point“Par Call Date”), with five one-millionths the Issuer may redeem the Notes of a percentage point rounded upward (e.g.the applicable series, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544 (or .09876544) would be rounded to 9.87654% (or .0987654)). Dollar amounts resulting from such calculation shall be rounded to the nearest centat its option, with one-half cent being rounded upward. (i) The 2020 Notes may be redeemed 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 principal amount and rounded to three decimal places) of the 2020 Notes to be redeemed shall be equal to the greater of of: (1) 100% of the principal amount of the 2020 Notes to be redeemed and (2a) the sum, as determined by an Independent Investment Banker, sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed that would be due, thereon discounted to the redemption 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 the Applicable Spread (as defined below) for the 2020 Notes, plus, in each case, accrued and unpaid interest on the principal amount of the 2020 Notes being redeemed to but excluding the redemption date. (ii) Each of the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 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 of each such series of Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of such series of Notes being redeemed to but excluding the redemption date: (A) If the redemption date is prior to the Applicable Par Call Date (as defined below) for such series of 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, 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 Applicable applicable Par Call Date for such series of Notes (exclusive of interest accrued to the date of redemptionDate) 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 15 basis points with respect to the Applicable Spread for such series 2034 Notes and 20 basis points with respect to the 2054 Notes, in each case, less (b) interest accrued to the date of Notes.redemption, and (B2) If the redemption date is on or after the Applicable Par Call Date for such series of 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, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the applicable Par Call Date, the Issuer may redeem the Notes of the applicable series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Appears in 1 contract

Samples: Eighteenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)

Terms of Notes. The following terms relating to the Notes are hereby established: (a) The 2020 2027 Notes shall constitute a series of securities having the title “3.5004.550% Senior Notes due 20202027”. The 2024 2030 Notes shall constitute a series of securities having the title “3.8754.650% Senior Notes due 20242030”. The 2029 2031 Notes shall constitute a series of securities having the title “4.3754.850% Senior Notes due 20292031”. The 2039 2035 Notes shall constitute a series of securities having the title “4.7505.000% Senior Notes due 20392035”. The 2049 2044 Notes shall constitute a series of securities having the title “4.9005.350% Senior Notes due 20492044”. The 2055 Notes shall constitute a series of securities having the title “5.400% Senior Notes due 2055”. The Floating Rate Notes shall constitute a series of securities having the title “Floating Rate Senior Notes due 20212027”. (b) The aggregate principal amount of the 2020 Original 2027 Notes that may be authenticated and delivered under the Indenture (except for 2020 2027 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2020 2027 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $700,000,000950,000,000. The aggregate principal amount of the 2024 Original 2030 Notes that may be authenticated and delivered under the Indenture (except for 2024 2030 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2024 2030 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,000,000,000. The aggregate principal amount of the 2029 Original 2031 Notes that may be authenticated and delivered under the Indenture (except for 2029 2031 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2029 2031 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,0001,000,000,000. The aggregate principal amount of the 2039 Original 2035 Notes that may be authenticated and delivered under the Indenture (except for 2039 2035 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2039 2035 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $2,000,000,000. The aggregate principal amount of the Original 2044 Notes that may be authenticated and delivered under the Indenture (except for 2044 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2044 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 2049 Original 2055 Notes that may be authenticated and delivered under the Indenture (except for 2049 2055 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2049 2055 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,0001,500,000,000. The aggregate principal amount of the Original Floating Rate Notes that may be authenticated and delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Floating Rate Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $300,000,000. (c) The entire outstanding principal of the 2020 2027 Notes shall be payable on December 29November 8, 2020 2027, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2024 2030 Notes shall be payable on March 15, 2024 2030, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2029 2031 Notes shall be payable on March November 15, 2029 2031, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2039 2035 Notes shall be payable on March 15, 2039 2035, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2049 2044 Notes shall be payable on November 15, 2044, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2055 Notes shall be payable on March 15, 2049 2055, plus any unpaid interest accrued to such date. The entire outstanding principal of the Floating Rate Notes shall be payable on December 29November 8, 2021 2027, plus any unpaid interest accrued to such date. (d) (i) The rate at which the 2020 2027 Notes shall bear interest shall be 3.5004.550% per annum; the date from which interest shall accrue on the 2020 2027 Notes shall be January 15November 8, 2019 2024, or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2020 2027 Notes on which interest will be payable shall be June 29 May 8 and December 29 November 8 in each year, beginning June 29May 8, 20192025; the regular record dates for the interest payable on the 2027 Notes on any Interest Payment Date shall be the June 14 or December 14 April 23 and October 24 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2020 2027 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iie) The rate at which the 2024 2030 Notes shall bear interest shall be 3.8754.650% per annum; the date from which interest shall accrue on the 2024 2030 Notes shall be January 15November 8, 2019 2024, or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2024 2030 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September March 15, 20192025; the regular record dates for the interest payable on the 2030 Notes on any Interest Payment Date shall be the February 28 or (or, in the case of a leap year, February 29) and August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2024 2030 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iiif) The rate at which the 2029 2031 Notes shall bear interest shall be 4.3754.850% per annum; the date from which interest shall accrue on the 2029 2031 Notes shall be January 15November 8, 2019 2024, or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2029 2031 Notes on which interest will be payable shall be March May 15 and September November 15 in each year, beginning September May 15, 20192025; the regular record dates for the interest payable on the 2031 Notes on any Interest Payment Date shall be the February 28 or August April 30 and October 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2029 2031 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (ivg) The rate at which the 2039 2035 Notes shall bear interest shall be 4.7505.000% per annum; the date from which interest shall accrue on the 2039 2035 Notes shall be January 15November 8, 2019 2024, or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2039 2035 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September March 15, 20192025; the regular record dates for the interest payable on the 2035 Notes on any Interest Payment Date shall be the February 28 or (or, in the case of a leap year, February 29) and August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2039 2035 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (vh) The rate at which the 2049 2044 Notes shall bear interest shall be 4.9005.350% per annum; the date from which interest shall accrue on the 2049 2044 Notes shall be January 15November 8, 2019 2024, or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2049 2044 Notes on which interest will be payable shall be March May 15 and September November 15 in each year, beginning September May 15, 20192025; the regular record dates for the interest payable on the 2044 Notes on any Interest Payment Date shall be the February 28 or August April 30 and October 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2049 2044 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (vii) The rate at which the Floating Rate 2055 Notes shall bear interest shall be as determined by 5.400% per annum; the Calculation Agent (as defined below) in accordance with Section 1.01(d)(vii), subject to the maximum interest rate permitted by New York law (as the same may be modified by United States law of general application). Interest on the Floating Rate Notes for any interest period shall be equal to LIBOR on the Interest Determination Date for such interest period, plus 1.200%. The date from which interest shall accrue on the Floating Rate 2055 Notes shall be January 15November 8, 2019 2024, or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Floating Rate 2055 Notes on which interest will be payable shall be March 29, June 29, 15 and September 29 and December 29 15 in each year, beginning March 15, 2025; the regular record dates for the interest payable on the 2055 Notes on any Interest Payment Date shall be the February 28 (or, in the case of a leap year, February 29) and August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2055 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (j) The rate at which the Floating Rate Notes shall bear interest shall be at a floating rate, 2019reset quarterly, equal to Compounded SOFR, plus 0.700%; the date from which interest shall accrue on the Floating Rate Notes shall be November 8, 2024, or from the most recent date to which interest on such Floating Rate Note has been paid or duly provided for, until the principal amount of the Floating Rate Note is paid or duly made available for payment; interest on the Floating Rate Notes will be payable quarterly in arrears on February 8, May 8, August 8 and November 8 of each year, beginning on February 8, 2025, and at maturity (each a “Floating Rate Interest Payment Date”); the regular record dates for the interest payable on the Floating Rate Notes on any Floating Rate Interest Payment Date shall be 15 calendar days the January 24, April 23, July 24 and October 24 immediately preceding the applicable Floating Rate Interest Payment Date. ; if the February 8, May 8, August 8 or November 8 of any year is not a Business Day, then the next succeeding Business Day will be the applicable Floating Rate Interest Payment Date and interest on the Floating Rate Notes will be paid on such next succeeding Business Day (vii) Promptly upon determinationunless such next succeeding Business Day falls in the succeeding calendar month, in which case the applicable Floating Rate Interest Payment Date shall be the Business Day immediately preceding such February 8, May 8, August 8 or November 8, and interest on the Floating Rate Notes shall be paid on such immediately preceding Business Day); if the stated maturity date of the Floating Rate Notes is not a Business Day, the Calculation Agent payment of principal of, and interest on, the Floating Rate Notes shall be made on the next succeeding Business day, and no interest will inform accrue for the Trustee (if period from and after the Trustee is not then serving as the Calculation Agent) stated maturity date; and the Issuer basis upon which interest on the Floating Rate Notes shall be calculated shall be that of the actual number of calendar days elapsed over a 360-day year. The interest rate for the Initial Interest Period shall be Compounded SOFR as determined on November 6, 2024, plus 0.700%. Thereafter, the interest rate for any Interest Period will be Compounded SOFR, as determined on the applicable date that is the second U.S. Government Securities Business Day preceding such Floating Rate Interest Payment Date (the “Interest Determination Date”), plus a margin of 0.700%. The amount of interest accrued and payable on the Floating Rate Notes for each Interest Period will be equal to the product of (i) the outstanding principal amount of the Floating Rate Notes multiplied by (ii) the product of (a) the interest rate for the next interest period for relevant Interest Period multiplied by (b) the Floating Rate Notes. Absent willful misconduct, bad faith or manifest error, the determination quotient of the interest rate actual number of calendar days in such Interest Period divided by the 360. The Calculation Agent shall be binding and conclusive on the respective holders of the Floating Rate Notes, the Trustee and the Issuer. Upon request from any holder of Floating Rate Notes, the Calculation Agent will provide calculate the interest rate in effect for accordance with the Floating Rate Notes for the current interest period and, if it has been determined, the foregoing. The Calculation Agent’s determination of any interest rate to be in effect for and its calculation of the next interest period. The accrued amount of interest for any period shall be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. The accrued interest factor shall Interest Period will be computed by adding the interest factor calculated for each day final and binding in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) shall be computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360absence of manifest error. All percentages resulting from any calculation of the interest rate with respect are to the Floating Rate Notes will be rounded, if necessary, rounded to the nearest one- hundred one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544 (or .09876544) would be rounded to 9.87654% (or .0987654))upward. Dollar amounts resulting from such used in the calculation shall are to be rounded to the nearest cent, cent (with one-half cent being rounded upward). (i) The 2020 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 2020 Notes to be redeemed shall be equal to the greater of (1) 100% of the principal amount of the 2020 Notes to be redeemed and (2) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed that would be due, 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 the Applicable Spread (as defined below) for the 2020 Notes, plus, in each case, accrued and unpaid interest on the principal amount of the 2020 Notes being redeemed to but excluding the redemption date. (ii) Each of the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 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 of each such series of Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of such series of Notes being redeemed to but excluding the redemption date: (A) If the redemption date is prior to the Applicable Par Call Date (as defined below) for such series of 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, 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 Applicable Par Call Date for such series of Notes (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 the Applicable Spread for such series of Notes. (B) If the redemption date is on or after the Applicable Par Call Date for such series of 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.

Appears in 1 contract

Samples: Nineteenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)

Terms of Notes. The following terms relating to the Notes are hereby established: (a) The 2020 2031 Notes shall constitute a series of securities having the title “3.5002.375% Senior Notes due 20202031”. The 2024 2051 Notes shall constitute a series of securities having the title “3.8752.900% Senior Notes due 2024”. The 2029 Notes shall constitute a series of securities having the title “4.375% Senior Notes due 2029”. The 2039 Notes shall constitute a series of securities having the title “4.750% Senior Notes due 2039”. The 2049 Notes shall constitute a series of securities having the title “4.900% Senior Notes due 2049”. The Floating Rate Notes shall constitute a series of securities having the title “Floating Rate Senior Notes due 20212051”. (b) The aggregate principal amount of the 2020 Original 2031 Notes that may be authenticated and delivered under the Indenture (except for 2020 2031 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2020 2031 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $700,000,000400,000,000. The aggregate principal amount of the 2024 Original 2051 Notes that may be authenticated and delivered under the Indenture (except for 2024 2051 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2024 2051 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,000,000,000. The aggregate principal amount of the 2029 Original Notes that may be authenticated and delivered under the Indenture (except for 2029 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2029 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the 2039 Original Notes that may be authenticated and delivered under the Indenture (except for 2039 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2039 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 2049 Original Notes that may be authenticated and delivered under the Indenture (except for 2049 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2049 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the Original Floating Rate Notes that may be authenticated and delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Floating Rate Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $300,000,000350,000,000. (c) The entire outstanding principal of the 2020 2031 Notes shall be payable on December 2915, 2020 2031, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2024 Notes shall be payable on March 15, 2024 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2029 Notes shall be payable on March 15, 2029 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2039 Notes shall be payable on March 15, 2039 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2049 Notes shall be payable on March 15, 2049 plus any unpaid interest accrued to such date. The entire outstanding principal of the Floating Rate 2051 Notes shall be payable on December 2915, 2021 2051, plus any unpaid interest accrued to such date. (d) (i) The rate at which the 2020 2031 Notes shall bear interest shall be 3.5002.375% per annum; the date from which interest shall accrue on the 2020 2031 Notes shall be January 15December 8, 2019 2021 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2020 2031 Notes on which interest will be payable shall be June 29 15 and December 29 15 in each year, beginning June 2915, 20192022; the regular record dates for the interest payable on the 2031 Notes on any Interest Payment Date shall be the June 14 1 or December 14 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2020 2031 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iie) The rate at which the 2024 2051 Notes shall bear interest shall be 3.8752.900% per annum; the date from which interest shall accrue on the 2024 2051 Notes shall be January 15December 8, 2019 2021 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2024 2051 Notes on which interest will be payable shall be March June 15 and September December 15 in each year, beginning September June 15, 20192022; the regular record dates for the interest payable on the 2051 Notes on any Interest Payment Date shall be the February 28 June 1 or August 31 December 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2024 2051 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iiif) The rate at which Each of the 2029 2031 Notes shall bear interest shall be 4.375% per annum; the date from which interest shall accrue on the 2029 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2029 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2029 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iv) The rate at which the 2039 Notes shall bear interest shall be 4.750% per annum; the date from which interest shall accrue on the 2039 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2039 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2039 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (v) The rate at which the 2049 Notes shall bear interest shall be 4.900% per annum; the date from which interest shall accrue on the 2049 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2049 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2049 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (vi) The rate at which the Floating Rate Notes shall bear interest shall be as determined by the Calculation Agent (as defined below) in accordance with Section 1.01(d)(vii), subject to the maximum interest rate permitted by New York law (as the same may be modified by United States law of general application). Interest on the Floating Rate Notes for any interest period shall be equal to LIBOR on the Interest Determination Date for such interest period, plus 1.200%. The date from which interest shall accrue on the Floating Rate Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Floating Rate Notes on which interest will be payable shall be March 29, June 29, September 29 and December 29 in each year, beginning March 29, 2019; the regular record dates for the interest payable on the Floating Rate Notes on any Interest Payment Date shall be 15 calendar days immediately preceding the applicable Interest Payment Date. (vii) Promptly upon determination, the Calculation Agent will inform the Trustee (if the Trustee is not then serving as the Calculation Agent) and the Issuer of the interest rate for the next interest period for the Floating Rate Notes. Absent willful misconduct, bad faith or manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the respective holders of the Floating Rate Notes, the Trustee and the Issuer. Upon request from any holder of Floating Rate Notes, the Calculation Agent will provide the interest rate in effect for the Floating Rate Notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest period. The accrued interest for any period shall be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. The accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) shall be computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360. All percentages resulting from any calculation of the interest rate with respect to the Floating Rate Notes will be rounded, if necessary, to the nearest one- hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544 (or .09876544) would be rounded to 9.87654% (or .0987654)). Dollar amounts resulting from such calculation shall be rounded to the nearest cent, with one-half cent being rounded upward. (i) The 2020 2051 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 2020 Notes to be redeemed shall be equal to the greater of (1) 100% of the principal amount of the 2020 Notes to be redeemed and (2) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed that would be due, 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 the Applicable Spread (as defined below) for the 2020 Notes, plus, in each case, accrued and unpaid interest on the principal amount of the 2020 Notes being redeemed to but excluding the redemption date. (ii) Each of the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 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 of each such series of Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of such series of Notes being redeemed to but excluding the redemption date: (Ai) If the redemption date is prior to the Applicable Par Call Date (as defined below) for such series of Notes, 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, 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 Applicable Par Call Date for such series of Notes (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 the Applicable Spread for such series of Notes. (Bii) If the redemption date is on or after the Applicable Par Call Date for such series of 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 any series of the Notes in accordance with Section 1.01(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 transmitting a notice of such redemption not less than 10 days and not more than 60 days before the date fixed for redemption to such holders. Any notice that is 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 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 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 Notes of any series 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. (C) If the Trustee is to provide notice to the holders of any series of Notes in accordance with this Section 1.01(e)(iii), for a partial or full redemption, the Issuer shall give the Trustee at least 3 days’ notice in 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 of such series to be redeemed, and thereupon, in the case of a partial redemption, the Notes of such series to be redeemed will be selected in accordance with the procedures of the Depositary in a manner that provides for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of the Notes of such series of a denomination larger than $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 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 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 delivery, 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. (iv) 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 2020 2033 Notes shall constitute a series of securities having the title “3.5005.400% Senior Notes due 20202033”. The 2024 2053 Notes shall constitute a series of securities having the title “3.8755.700% Senior Notes due 2024”. The 2029 Notes shall constitute a series of securities having the title “4.375% Senior Notes due 2029”. The 2039 Notes shall constitute a series of securities having the title “4.750% Senior Notes due 2039”. The 2049 Notes shall constitute a series of securities having the title “4.900% Senior Notes due 2049”. The Floating Rate Notes shall constitute a series of securities having the title “Floating Rate Senior Notes due 20212053”. (b) The aggregate principal amount of the 2020 Original 2033 Notes that may be authenticated and delivered under the Indenture (except for 2020 2033 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2020 2033 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $700,000,000600,000,000. The aggregate principal amount of the 2024 Original 2053 Notes that may be authenticated and delivered under the Indenture (except for 2024 2053 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2024 2053 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,000,000,000. The aggregate principal amount of the 2029 Original Notes that may be authenticated and delivered under the Indenture (except for 2029 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2029 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the 2039 Original Notes that may be authenticated and delivered under the Indenture (except for 2039 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2039 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 2049 Original Notes that may be authenticated and delivered under the Indenture (except for 2049 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2049 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the Original Floating Rate Notes that may be authenticated and delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Floating Rate Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $300,000,000. (c) The entire outstanding principal of the 2020 2033 Notes shall be payable on December 29September 15, 2020 2033, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2024 2053 Notes shall be payable on March September 15, 2024 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2029 Notes shall be payable on March 152053, 2029 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2039 Notes shall be payable on March 15, 2039 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2049 Notes shall be payable on March 15, 2049 plus any unpaid interest accrued to such date. The entire outstanding principal of the Floating Rate Notes shall be payable on December 29, 2021 plus any unpaid interest accrued to such date. (d) (i) The rate at which the 2020 2033 Notes shall bear interest shall be 3.5005.400% per annum; the date from which interest shall accrue on the 2020 2033 Notes shall be January 15September 11, 2019 2023 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2020 2033 Notes on which interest will be payable shall be June 29 March 15 and December 29 September 15 in each year, beginning June 29March 15, 20192024; the regular record dates for the interest payable on the 2033 Notes on any Interest Payment Date shall be the June 14 March 1 or December 14 September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2020 2033 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iie) The rate at which the 2024 2053 Notes shall bear interest shall be 3.8755.700% per annum; the date from which interest shall accrue on the 2024 2053 Notes shall be January 15September 11, 2019 2023 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2024 2053 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September March 15, 20192024; the regular record dates for the interest payable on the 2053 Notes on any Interest Payment Date shall be the February 28 March 1 or August 31 September 1 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2024 2053 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iiif) The rate at which the 2029 Notes shall bear interest shall be 4.375% per annum; the date from which interest shall accrue on the 2029 Notes shall be January Prior to June 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2029 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2029 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iv) The rate at which the 2039 Notes shall bear interest shall be 4.750% per annum; the date from which interest shall accrue on the 2039 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2039 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2039 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (v) The rate at which the 2049 Notes shall bear interest shall be 4.900% per annum; the date from which interest shall accrue on the 2049 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2049 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2049 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (vi) The rate at which the Floating Rate Notes shall bear interest shall be as determined by the Calculation Agent (as defined below) in accordance with Section 1.01(d)(vii), subject to the maximum interest rate permitted by New York law (as the same may be modified by United States law of general application). Interest on the Floating Rate Notes for any interest period shall be equal to LIBOR on the Interest Determination Date for such interest period, plus 1.200%. The date from which interest shall accrue on the Floating Rate Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Floating Rate Notes on which interest will be payable shall be March 29, June 29, September 29 and December 29 in each year, beginning March 29, 2019; the regular record dates for the interest payable on the Floating Rate Notes on any Interest Payment Date shall be 15 calendar days immediately preceding the applicable Interest Payment Date. (vii) Promptly upon determination, the Calculation Agent will inform the Trustee (if the Trustee is not then serving as the Calculation Agent) and the Issuer of the interest rate for the next interest period for the Floating Rate Notes. Absent willful misconduct, bad faith or manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the respective holders of the Floating Rate Notes, the Trustee and the Issuer. Upon request from any holder of Floating Rate Notes, the Calculation Agent will provide the interest rate in effect for the Floating Rate Notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest period. The accrued interest for any period shall be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. The accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) shall be computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360. All percentages resulting from any calculation of the interest rate 2033 with respect to the Floating Rate 2033 Notes will be rounded(three months prior to their maturity date) (the “2033 Par Call Date”) or March 15, if necessary, 2053 with respect to the nearest one- hundred thousandth 2053 Notes (six months prior to their maturity date) (the “2053 Par Call Date”; each of the 2033 Par Call Date and the 2053 Par Call Date are herein referred to as a percentage point“Par Call Date”), with five one-millionths the Issuer may redeem the Notes of a percentage point rounded upward (e.g.the applicable series, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544 (or .09876544) would be rounded to 9.87654% (or .0987654)). Dollar amounts resulting from such calculation shall be rounded to the nearest centat its option, with one-half cent being rounded upward. (i) The 2020 Notes may be redeemed 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 principal amount and rounded to three decimal places) of the 2020 Notes to be redeemed shall be equal to the greater of of: (1) 100% of the principal amount of the 2020 Notes to be redeemed and (2a) the sum, as determined by an Independent Investment Banker, sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed that would be due, thereon discounted to the redemption 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 the Applicable Spread (as defined below) for the 2020 Notes, plus, in each case, accrued and unpaid interest on the principal amount of the 2020 Notes being redeemed to but excluding the redemption date. (ii) Each of the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 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 of each such series of Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of such series of Notes being redeemed to but excluding the redemption date: (A) If the redemption date is prior to the Applicable Par Call Date (as defined below) for such series of 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, 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 Applicable applicable Par Call Date for such series of Notes (exclusive of interest accrued to the date of redemptionDate) 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 with respect to the Applicable Spread for such series 2033 Notes and 25 basis points with respect to the 2053 Notes, in each case, less (b) interest accrued to the date of Notes.redemption, and (B2) If the redemption date is on or after the Applicable Par Call Date for such series of 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, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the applicable Par Call Date, the Issuer may redeem the Notes of the applicable series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)

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Terms of Notes. The following terms relating to the Notes are hereby established: (a) The 2020 2032 Notes shall constitute a series of securities having the title “3.5005.750% Senior Notes due 20202032”. The 2024 2052 Notes shall constitute a series of securities having the title “3.8756.250% Senior Notes due 2024”. The 2029 Notes shall constitute a series of securities having the title “4.375% Senior Notes due 2029”. The 2039 Notes shall constitute a series of securities having the title “4.750% Senior Notes due 2039”. The 2049 Notes shall constitute a series of securities having the title “4.900% Senior Notes due 2049”. The Floating Rate Notes shall constitute a series of securities having the title “Floating Rate Senior Notes due 20212052”. (b) The aggregate principal amount of the 2020 Original 2032 Notes that may be authenticated and delivered under the Indenture (except for 2020 2032 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2020 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $700,000,000. The aggregate principal amount of the 2024 Original Notes that may be authenticated and delivered under the Indenture (except for 2024 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2024 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,000,000,000. The aggregate principal amount of the 2029 Original Notes that may be authenticated and delivered under the Indenture (except for 2029 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2029 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the 2039 Original Notes that may be authenticated and delivered under the Indenture (except for 2039 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2039 2032 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 2049 Original 2052 Notes that may be authenticated and delivered under the Indenture (except for 2049 2052 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2049 2052 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the Original Floating Rate Notes that may be authenticated and delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Floating Rate Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $300,000,000500,000,000. (c) The entire outstanding principal of the 2020 2032 Notes shall be payable on December 29November 1, 2020 2032, plus any unpaid interest accrued to such date. The entire outstanding principal of the 2024 2052 Notes shall be payable on March 15November 1, 2024 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2029 Notes shall be payable on March 152052, 2029 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2039 Notes shall be payable on March 15, 2039 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2049 Notes shall be payable on March 15, 2049 plus any unpaid interest accrued to such date. The entire outstanding principal of the Floating Rate Notes shall be payable on December 29, 2021 plus any unpaid interest accrued to such date. (d) (i) The rate at which the 2020 2032 Notes shall bear interest shall be 3.5005.750% per annum; the date from which interest shall accrue on the 2020 2032 Notes shall be January 15October 31, 2019 2022 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2020 2032 Notes on which interest will be payable shall be June 29 May 1 and December 29 November 1 in each year, beginning June 29May 1, 20192023; the regular record dates for the interest payable on the 2032 Notes on any Interest Payment Date shall be the June 14 April 15 or December 14 October 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2020 2032 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iie) The rate at which the 2024 2052 Notes shall bear interest shall be 3.8756.250% per annum; the date from which interest shall accrue on the 2024 2052 Notes shall be January 15October 31, 2019 2022 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2024 2052 Notes on which interest will be payable shall be March 15 May 1 and September 15 November 1 in each year, beginning September 15May 1, 20192023; the regular record dates for the interest payable on the 2052 Notes on any Interest Payment Date shall be the February 28 April 15 or August 31 October 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2024 2052 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iiif) The rate at which the 2029 Notes shall bear interest shall be 4.375% per annum; the date from which interest shall accrue on the 2029 Notes shall be January 15Prior to August 1, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2029 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2029 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iv) The rate at which the 2039 Notes shall bear interest shall be 4.750% per annum; the date from which interest shall accrue on the 2039 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2039 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2039 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (v) The rate at which the 2049 Notes shall bear interest shall be 4.900% per annum; the date from which interest shall accrue on the 2049 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2049 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2049 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (vi) The rate at which the Floating Rate Notes shall bear interest shall be as determined by the Calculation Agent (as defined below) in accordance with Section 1.01(d)(vii), subject to the maximum interest rate permitted by New York law (as the same may be modified by United States law of general application). Interest on the Floating Rate Notes for any interest period shall be equal to LIBOR on the Interest Determination Date for such interest period, plus 1.200%. The date from which interest shall accrue on the Floating Rate Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Floating Rate Notes on which interest will be payable shall be March 29, June 29, September 29 and December 29 in each year, beginning March 29, 2019; the regular record dates for the interest payable on the Floating Rate Notes on any Interest Payment Date shall be 15 calendar days immediately preceding the applicable Interest Payment Date. (vii) Promptly upon determination, the Calculation Agent will inform the Trustee (if the Trustee is not then serving as the Calculation Agent) and the Issuer of the interest rate for the next interest period for the Floating Rate Notes. Absent willful misconduct, bad faith or manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the respective holders of the Floating Rate Notes, the Trustee and the Issuer. Upon request from any holder of Floating Rate Notes, the Calculation Agent will provide the interest rate in effect for the Floating Rate Notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest period. The accrued interest for any period shall be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. The accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if necessary) shall be computed by dividing the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360. All percentages resulting from any calculation of the interest rate 2032 with respect to the Floating Rate 2032 Notes will be rounded(three months prior to their maturity date) (the “2032 Par Call Date”) or May 1, if necessary, 2052 with respect to the nearest one- hundred thousandth 2052 Notes (six months prior to their maturity date) (the “2052 Par Call Date”; each of the 2032 Par Call Date and the 2052 Par Call Date are herein referred to as a percentage point“Par Call Date”), with five one-millionths the Issuer may redeem the Notes of a percentage point rounded upward (e.g.the applicable series, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544 (or .09876544) would be rounded to 9.87654% (or .0987654)). Dollar amounts resulting from such calculation shall be rounded to the nearest centat its option, with one-half cent being rounded upward. (i) The 2020 Notes may be redeemed 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 principal amount and rounded to three decimal places) of the 2020 Notes to be redeemed shall be equal to the greater of of: (1) 100% of the principal amount of the 2020 Notes to be redeemed and (2a) the sum, as determined by an Independent Investment Banker, sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed that would be due, thereon discounted to the redemption 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 the Applicable Spread (as defined below) for the 2020 Notes, plus, in each case, accrued and unpaid interest on the principal amount of the 2020 Notes being redeemed to but excluding the redemption date. (ii) Each of the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 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 of each such series of Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of such series of Notes being redeemed to but excluding the redemption date: (A) If the redemption date is prior to the Applicable Par Call Date (as defined below) for such series of 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, 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 Applicable applicable Par Call Date for such series of Notes (exclusive of interest accrued to the date of redemptionDate) 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 with respect to the Applicable Spread for such series 2032 Notes and 30 basis points with respect to the 2052 Notes, in each case, less (b) interest accrued to the date of Notes.redemption, and (B2) If the redemption date is on or after the Applicable Par Call Date for such series of 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, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the applicable Par Call Date, the Issuer may redeem the Notes of the applicable series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (Marsh & McLennan Companies, Inc.)

Terms of Notes. The following terms relating to the Notes are hereby established: (a) The 2020 2026 Notes shall constitute a series of securities having the title “3.5001.349% Senior Notes due 20202026”. The 2024 2030 Notes shall constitute a series of securities having the title “3.8751.979% Senior Notes due 2024”. The 2029 Notes shall constitute a series of securities having the title “4.375% Senior Notes due 2029”. The 2039 Notes shall constitute a series of securities having the title “4.750% Senior Notes due 2039”. The 2049 Notes shall constitute a series of securities having the title “4.900% Senior Notes due 2049”. The Floating Rate Notes shall constitute a series of securities having the title “Floating Rate Senior Notes due 20212030”. (b) The aggregate principal amount of the 2020 2026 Original Notes that may be authenticated and delivered under the Indenture (except for 2020 2026 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2020 2026 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $700,000,000€550,000,000. The aggregate principal amount of the 2024 2030 Original Notes that may be authenticated and delivered under the Indenture (except for 2024 2030 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2024 2030 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,000,000,000. The aggregate principal amount of the 2029 Original Notes that may be authenticated and delivered under the Indenture (except for 2029 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2029 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the 2039 Original Notes that may be authenticated and delivered under the Indenture (except for 2039 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2039 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 2049 Original Notes that may be authenticated and delivered under the Indenture (except for 2049 Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2049 Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $1,250,000,000. The aggregate principal amount of the Original Floating Rate Notes that may be authenticated and delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Floating Rate Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $300,000,000€550,000,000. (c) The entire outstanding principal of the 2020 2026 Notes shall be payable on December 29September 21, 2020 2026 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2024 2030 Notes shall be payable on March 1521, 2024 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2029 Notes shall be payable on March 15, 2029 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2039 Notes shall be payable on March 15, 2039 plus any unpaid interest accrued to such date. The entire outstanding principal of the 2049 Notes shall be payable on March 15, 2049 plus any unpaid interest accrued to such date. The entire outstanding principal of the Floating Rate Notes shall be payable on December 29, 2021 2030 plus any unpaid interest accrued to such date. (d) (i) The rate at which the 2020 2026 Notes shall bear interest shall be 3.5001.349% per annum; the date from which interest shall accrue on the 2020 2026 Notes shall be January 15March 21, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates Date for the 2020 2026 Notes on which interest will be payable shall be June 29 and December 29 September 21 in each year, beginning June 29September 21, 2019; the regular record dates date for the interest payable on the 2026 Notes on any Interest Payment Date shall be the June 14 or December 14 September 6 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2020 2026 Notes shall be calculated shall be that of a 360-day year consisting the actual number of twelve 30-day months. (ii) The rate at which the 2024 Notes shall bear interest shall be 3.875% per annum; the date from which interest shall accrue on the 2024 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2024 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2024 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iii) The rate at which the 2029 Notes shall bear interest shall be 4.375% per annum; the date from which interest shall accrue on the 2029 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2029 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2029 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (iv) The rate at which the 2039 Notes shall bear interest shall be 4.750% per annum; the date from which interest shall accrue on the 2039 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2039 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2039 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (v) The rate at which the 2049 Notes shall bear interest shall be 4.900% per annum; the date from which interest shall accrue on the 2049 Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the 2049 Notes on which interest will be payable shall be March 15 and September 15 in each year, beginning September 15, 2019; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 28 or August 31 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the 2049 Notes shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (vi) The rate at which the Floating Rate Notes shall bear interest shall be as determined by the Calculation Agent (as defined below) in accordance with Section 1.01(d)(vii), subject to the maximum interest rate permitted by New York law (as the same may be modified by United States law of general application). Interest on the Floating Rate Notes for any interest period shall be equal to LIBOR on the Interest Determination Date for such interest period, plus 1.200%. The date from which interest shall accrue on the Floating Rate Notes shall be January 15, 2019 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Floating Rate Notes on which interest will be payable shall be March 29, June 29, September 29 and December 29 in each year, beginning March 29, 2019; the regular record dates for the interest payable on the Floating Rate Notes on any Interest Payment Date shall be 15 calendar days immediately preceding the applicable Interest Payment Date. (vii) Promptly upon determination, the Calculation Agent will inform the Trustee (if the Trustee is not then serving as the Calculation Agent) and the Issuer of the interest rate for the next interest period for the Floating Rate Notes. Absent willful misconduct, bad faith or manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the respective holders of the Floating Rate Notes, the Trustee and the Issuer. Upon request from any holder of Floating Rate Notes, the Calculation Agent will provide the interest rate in effect for the Floating Rate Notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest period. The accrued interest for any period shall be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. The accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculatedcalculated and the actual number of days from and including the last date on which interest was paid on the 2026 Notes (or March 21, 2019, if no interest has been paid on the 2026 Notes), to, but excluding, the next scheduled Interest Payment Date. The interest factor This payment convention is referred to as Actual/Actual (expressed ICMA) as a decimal rounded upwards if necessary) shall be computed by dividing defined in the interest rate (expressed as a decimal rounded upwards if necessary) applicable to such date by 360. All percentages resulting from any calculation rulebook of the interest rate with respect to the Floating Rate Notes will be rounded, if necessary, to the nearest one- hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544 (or .09876544) would be rounded to 9.87654% (or .0987654)). Dollar amounts resulting from such calculation shall be rounded to the nearest cent, with one-half cent being rounded upwardInternational Capital Market Association. (i) The 2020 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 2020 Notes to be redeemed shall be equal to the greater of (1) 100% of the principal amount of the 2020 Notes to be redeemed and (2) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed that would be due, 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 the Applicable Spread (as defined below) for the 2020 Notes, plus, in each case, accrued and unpaid interest on the principal amount of the 2020 Notes being redeemed to but excluding the redemption date. (ii) Each of the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 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 of each such series of Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount of such series of Notes being redeemed to but excluding the redemption date: (A) If the redemption date is prior to the Applicable Par Call Date (as defined below) for such series of 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, 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 Applicable Par Call Date for such series of Notes (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 the Applicable Spread for such series of Notes. (B) If the redemption date is on or after the Applicable Par Call Date for such series of 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.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (Marsh & McLennan Companies, Inc.)

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