Common use of Terms of Offered Securities Clause in Contracts

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.500% Notes due 2022”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15, 2022. (4) The rate at which the Offered Securities shall bear interest shall be 3.500% per year. The date from which interest shall accrue on the Offered Securities shall be July 5, 2012, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 and July 15 of each year, beginning January 15, 2013. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 and July 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 4 contracts

Samples: Second Supplemental Indenture (ADT, Inc.), Second Supplemental Indenture (ADT, Inc.), Second Supplemental Indenture (ADT Corp)

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Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5004.875% Notes due 20222042”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000750,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15, 20222042. (4) The rate at which the Offered Securities shall bear interest shall be 3.5004.875% per year. The date from which interest shall accrue on the Offered Securities shall be July 5, 2012, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 and July 15 of each year, beginning January 15, 2013. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 and July 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 35 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 4 contracts

Samples: Third Supplemental Indenture (ADT, Inc.), Third Supplemental Indenture (ADT, Inc.), Third Supplemental Indenture (ADT Corp)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5002.250% Notes due 20222017”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000750,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15, 20222017. (4) The rate at which the Offered Securities shall bear interest shall be 3.5002.250% per year. The date from which interest shall accrue on the Offered Securities shall be July 5, 2012, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 and July 15 of each year, beginning January 15, 2013. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 and July 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 25 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 4 contracts

Samples: First Supplemental Indenture (ADT, Inc.), First Supplemental Indenture (ADT, Inc.), First Supplemental Indenture (ADT Corp)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5006.250% Senior Notes due 20222021”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, 2.11 or 3.03) is $1,000,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July October 15, 20222021. (4) The rate at which the Offered Securities shall bear interest shall be 3.5006.250% per year. The date from which interest shall accrue on the Offered Securities shall be July 5October 1, 20122013, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January October 15 and July April 15 of each year, beginning January April 15, 20132014. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January October 1 and July April 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 50 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 3 contracts

Samples: Fifth Supplemental Indenture (ADT, Inc.), Fifth Supplemental Indenture (ADT, Inc.), Fifth Supplemental Indenture (ADT Corp)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5004.125% Senior Notes due 20222023”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, 2.11 or 3.03) is $1,000,000,000700,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July June 15, 20222023. (4) The rate at which the Offered Securities shall bear interest shall be 3.5004.125% per year. The date from which interest shall accrue on the Offered Securities shall be July 5January 14, 20122013, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January June 15 and July December 15 of each year, beginning January June 15, 2013. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January June 1 and July December 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 40 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 3 contracts

Samples: Fourth Supplemental Indenture (ADT, Inc.), Fourth Supplemental Indenture (ADT, Inc.), Fourth Supplemental Indenture (ADT Corp)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a new series of securities having the title “3.5002.950% Senior Notes due 20222023”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000750,000,000. (3) The entire Outstanding principal amount of the Offered Securities shall be payable on July June 15, 20222023. (4) The rate at which the Offered Securities shall bear interest shall be 3.5002.950% per year. The date from which interest shall accrue on the Offered Securities shall be July 5May 16, 20122013, or the most recent Interest Payment Date for the Offered Securities to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January June 15 and July December 15 of each year, beginning January December 15, 2013. Interest shall be payable on each Interest Payment Date for the Offered Securities to the Holders holders of record at the close of business on the January June 1 and July December 1 prior to each Interest Payment Date (a “regular record date”)for the Offered Securities. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities may not be redeemed at the option of the Company prior to the maturity date, except as provided in Article XIV of the Base Indenture and this Eighth Supplemental Indenture. (7) The Offered Securities will not have the benefit of any sinking fund. (8) Except as provided herein, the holders of the Offered Securities shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (9) The Offered Securities will be subject to redemption general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company. (11) The principal of and the interest on the Offered Securities shall be payable in the coin or currency of the United States of America that at the Company’s option on any date time is legal tender for public and private debt. (a “Redemption Date”12) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) issued as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption DateUnrestricted Securities. (B13) As used herein:The additional redemption provisions, restrictive covenants, Event of Default and defeasance and discharge provisions set forth in Sections 1.3, 1.4, 1.5 and 1.6 shall be applicable to the Offered Securities.

Appears in 2 contracts

Samples: Eighth Supplemental Indenture (Covidien PLC), Eighth Supplemental Indenture

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5003.625% Senior Notes due 20222020”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000400,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July September 15, 20222020. (4) The rate at which the Offered Securities shall bear interest shall be 3.5003.625% per year. , as set forth in Section 1 of the form of Offered Security attached hereto as Exhibit A and subject to adjustment as set forth in Section 2 of the form of Offered Security attached hereto as Exhibit A. The date from which interest shall accrue on the Offered Securities shall be July 5September 16, 2012, 2015 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January March 15 and July September 15 of each year, beginning January on March 15, 20132016. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January March 1 and July September 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by referencereference in this Second Supplemental Indenture. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities will shall be subject to redemption at the Company’s option on any date Redemption Date as set forth in Section 6 of the form of Offered Security attached hereto as Exhibit A. (a “Redemption Date”7) prior Except as provided in this Second Supplemental Indenture, the Offered Securities shall not be subject to redemption, repurchase or repayment at the maturity dateoption of any Holder thereof, in whole upon the occurrence of any particular circumstances or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof)otherwise. The Offered Securities will shall not have the benefit of any sinking fund. For the avoidance of doubt, the Company, the Guarantors and their respective Affiliates may purchase Offered Securities from the Holders thereof from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Any Offered Securities purchased by the Company, the Guarantors or any of their respective Affiliates may, at the purchaser’s discretion, be redeemable at a redemption price equal to held, resold or canceled. (8) Except as provided in this Second Supplemental Indenture, the greater of (i) 100% of the principal amount Holders of the Offered Securities shall have no special rights in addition to be redeemed and (ii) as determined by those provided in the Quotation Agent and delivered to Base Indenture upon the Trustee in writing, the sum occurrence of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Dateparticular events. (B9) As used herein:The Offered Securities shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company or the Guarantors. (11) In addition to the provisions of the Base Indenture referred to in Section 11.03(b) thereof, the covenants described in Sections 1.3(1), 1.3(2) and 1.3(3) of this Second Supplemental Indenture shall be subject to the Company’s covenant defeasance right set forth in Section 11.03 of the Base Indenture. In addition, following any such covenant defeasance, the Events of Default set forth in Sections 1.5(1), 1.5(3) and 1.5(4) of this Second Supplemental Indenture shall cease to apply with respect to the Offered Securities.

Appears in 1 contract

Samples: Second Supplemental Indenture (PENTAIR PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5006.000% Senior Notes due 20222017”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,0001,150,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July October 15, 20222017. (4) The rate at which the Offered Securities shall bear interest shall be 3.5006.000% per yearyear plus Special Interest, if any, payable pursuant to the Exchange and Registration Rights Agreement and as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5October 22, 20122007, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January April 15 and July October 15 of each year, beginning January April 15, 20132008. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January April 1 and July October 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 25 basis pointspoints (such greater amount is referred to herein as the “Redemption Price”), plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Third Supplemental Indenture (Covidien Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5003.125% Senior Notes due 20222027”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000400,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July August 15, 20222027. (4) The rate at which the Offered Securities shall bear interest shall be 3.5003.125% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5August 3, 2012, 2017 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January February 15 and July August 15 of each year, beginning January February 15, 20132018. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January February 1 and July August 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein hereby incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Make-Whole Redemption Date”) prior to May 15, 2027 (three months prior to the maturity date) (the “Par Call Date”), in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Make-Whole Redemption Date, assuming that the Offered Securities matured on the Par Call Date (excluding the portion of interest that will be accrued and unpaid to and including the Make-Whole Redemption Date) discounted from their scheduled date of payment to the Make-Whole Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 15 basis points, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the Make-Whole Redemption Date. In addition, the Offered Securities will be subject to redemption at the option of the Company on any date (a “Par Redemption Date”) on or after the Par Call Date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at a redemption price equal to 100% of the principal amount of the Offered Securities to be redeemed, plus accrued and unpaid interest and Special Interest, if any, thereon to but excluding the Par Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5002.375% Senior Notes due 20222018”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000325,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15December 17, 20222018. (4) The rate at which the Offered Securities shall bear interest shall be 3.5002.375% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5November 25, 2012, 2013 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 June 17 and July 15 December 17 of each year, beginning January 15June 17, 20132014. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 June 2 and July 1 December 2 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Make-Whole Redemption Date”) prior to November 17, 2018 (one month prior to the maturity date), in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Make-Whole Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Make-Whole Redemption Date) discounted from their scheduled date of payment to the Make-Whole Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 20 basis points, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the Make-Whole Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Eighth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5003.450% Senior Notes due 20222024”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000250,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15August 1, 20222024. (4) The rate at which the Offered Securities shall bear interest shall be 3.5003.450% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 531, 2012, 2014 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 February 1 and July 15 August 1 of each year, beginning January 15February 1, 20132015. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 15 and July 1 15 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Make-Whole Redemption Date”) prior to May 1, 2024 (three months prior to the maturity date), in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Make-Whole Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Make-Whole Redemption Date) discounted from their scheduled date of payment to the Make-Whole Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 15 basis points, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the Make-Whole Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Tenth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5005.150% Senior Notes due 20222010”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000250,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July October 15, 20222010. (4) The rate at which the Offered Securities shall bear interest shall be 3.5005.150% per yearyear plus Special Interest, if any, payable pursuant to the Exchange and Registration Rights Agreement and as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5October 22, 20122007, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January April 15 and July October 15 of each year, beginning January April 15, 20132008. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January April 1 and July October 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities may not be redeemed at the option of the Company prior to the maturity date, except as provided in Article XIV of the Base Indenture. (7) The Offered Securities will not have the benefit of any sinking fund. (8) Except as provided herein, the holders of the Offered Securities shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (9) The Offered Securities will be subject to redemption at general unsecured and unsubordinated obligations of the Company’s option on any date Company and will be ranked equally among themselves. (a “Redemption Date”10) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater are not convertible into shares of (i) 100% common stock or other securities of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption DateCompany. (B11) As used herein:The additional Event of Default and restrictive covenants set forth in Sections 1.3 and 1.4 shall be applicable to the Offered Securities.

Appears in 1 contract

Samples: First Supplemental Indenture (Covidien Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5005.650% Senior Notes due 20222033”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000500,000,000. The aggregate amount of Additional Notes that may be authenticated and delivered under this Fifth Supplemental Indenture pursuant to Section 1.5 hereof is unlimited. (3) The entire Outstanding principal of the Offered Securities shall be payable on July May 15, 20222033. (4) The rate at which the Offered Securities shall bear interest shall be 3.5005.650% per year. , as set forth in Section 1 of the form of Offered Security attached hereto as Exhibit A and subject to adjustment as set forth in Section 2 of the form of Offered Security attached hereto as Exhibit A. The date from which interest shall accrue on the Offered Securities shall be July 5May 3, 2012, 2023 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January May 15 and July November 15 of each year, beginning January on November 15, 20132023. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January May 1 and July November 1 immediately prior to each Interest Payment Date (a “regular record date”); however, interest payable at maturity will be paid to the Person to whom principal is payable. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. If any Interest Payment Date of the Offered Securities would otherwise be a day that is not a Business Day, that Interest Payment Date will be postponed to the next date that is a Business Day and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. If the maturity date or any date of redemption of the Offered Securities falls on a day that is not a Business Day, the related payment of principal and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by referencereference in this Fifth Supplemental Indenture. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities will shall be subject to redemption at the Company’s option on any redemption date as set forth in Section 6 of the form of Offered Security attached hereto as Exhibit A. (a “Redemption Date”7) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof The Offered Securities shall be subject to a special mandatory redemption under the circumstances specified in Section 7 of the form of Offered Security attached hereto as Exhibit A. (8) Except as provided in this Fifth Supplemental Indenture, the Offered Securities shall not be subject to redemption, repurchase or repayment at least the minimum authorized denomination option of any Holder thereof), upon the occurrence of any particular circumstances or otherwise. The Offered Securities will shall not have the benefit of any sinking fund. For the avoidance of doubt, the Company, the Guarantor and their respective Affiliates may purchase Offered Securities from the Holders thereof from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Any Offered Securities purchased by the Company, the Guarantor or any of their respective Affiliates may, at the purchaser’s discretion, be redeemable at a redemption price equal to held, resold or canceled. (9) Except as provided in this Fifth Supplemental Indenture, the greater of (i) 100% of the principal amount Holders of the Offered Securities shall have no special rights in addition to be redeemed and (ii) as determined by those provided in the Quotation Agent and delivered to Base Indenture upon the Trustee in writing, the sum occurrence of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Dateparticular events. (B10) As used herein:The Offered Securities shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves. (11) The Offered Securities are not convertible into shares of common stock or other securities of the Company or the Guarantor. (12) In addition to the provisions of the Base Indenture referred to in Section 11.03(b) thereof, the covenants described in Sections 1.3(1), 1.3(2), 1.3(3) and 1.3(4) of this Fifth Supplemental Indenture shall be subject to the Company’s covenant defeasance right set forth in Section 11.03 of the Base Indenture. In addition, following any such covenant defeasance, the Events of Default set forth in Sections 1.4(3), 1.4(4), 1.4(5) (as it relates to the provisions of Section 1.3(3)), 1.4(6) and 1.4(7) of this Fifth Supplemental Indenture shall cease to apply with respect to the Offered Securities.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (nVent Electric PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5004.650% Senior Notes due 20222025”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000250,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July September 15, 20222025. (4) The rate at which the Offered Securities shall bear interest shall be 3.5004.650% per year. , as set forth in Section 1 of the form of Offered Security attached hereto as Exhibit A and subject to adjustment as set forth in Section 2 of the form of Offered Security attached hereto as Exhibit A. The date from which interest shall accrue on the Offered Securities shall be July 5September 16, 2012, 2015 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January March 15 and July September 15 of each year, beginning January on March 15, 20132016. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January March 1 and July September 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by referencereference in this Third Supplemental Indenture. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities will shall be subject to redemption at the Company’s option on any date Redemption Date as set forth in Section 6 of the form of Offered Security attached hereto as Exhibit A. (a “Redemption Date”7) prior Except as provided in this Third Supplemental Indenture, the Offered Securities shall not be subject to redemption, repurchase or repayment at the maturity dateoption of any Holder thereof, in whole upon the occurrence of any particular circumstances or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof)otherwise. The Offered Securities will shall not have the benefit of any sinking fund. For the avoidance of doubt, the Company, the Guarantors and their respective Affiliates may purchase Offered Securities from the Holders thereof from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Any Offered Securities purchased by the Company, the Guarantors or any of their respective Affiliates may, at the purchaser’s discretion, be redeemable at a redemption price equal to held, resold or canceled. (8) Except as provided in this Third Supplemental Indenture, the greater of (i) 100% of the principal amount Holders of the Offered Securities shall have no special rights in addition to be redeemed and (ii) as determined by those provided in the Quotation Agent and delivered to Base Indenture upon the Trustee in writing, the sum occurrence of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Dateparticular events. (B9) As used herein:The Offered Securities shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company or the Guarantors. (11) In addition to the provisions of the Base Indenture referred to in Section 11.03(b) thereof, the covenants described in Sections 1.3(1), 1.3(2) and 1.3(3) of this Third Supplemental Indenture shall be subject to the Company’s covenant defeasance right set forth in Section 11.03 of the Base Indenture. In addition, following any such covenant defeasance, the Events of Default set forth in Sections 1.5(1), 1.5(3) and 1.5(4) of this Third Supplemental Indenture shall cease to apply with respect to the Offered Securities.

Appears in 1 contract

Samples: Third Supplemental Indenture (PENTAIR PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5002.350% Senior Notes due 20222019”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000250,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15August 1, 20222019. (4) The rate at which the Offered Securities shall bear interest shall be 3.5002.350% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 531, 2012, 2014 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 February 1 and July 15 August 1 of each year, beginning January 15February 1, 20132015. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 15 and July 1 15 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Make-Whole Redemption Date”) prior to July 1, 2019 (one month prior to the maturity date), in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Make-Whole Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Make-Whole Redemption Date) discounted from their scheduled date of payment to the Make-Whole Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 10 basis points, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to but excluding the Make-Whole Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Ninth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5001.600% Senior Notes due 20222015”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000250,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15February 3, 20222015. (4) The rate at which the Offered Securities shall bear interest shall be 3.5001.600% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5February 3, 2012, 2012 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 February 3 and July 15 August 3 of each year, beginning January 15August 3, 20132012. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 18 and July 1 18 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 20 basis points, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Sixth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities Securities having the title “3.5004.700% Senior Notes due 20222024”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, 2.11 or 3.033.03 of the Base Indenture) is $1,000,000,000400,000,000 (the “Initial Offered Securities”). The Company may, without the consent of the Holders of the Offered Securities, issue Additional Offered Securities (as defined below) having the same terms as, and ranking equally and ratably with, the Offered Securities in all respects (other than with respect to the date of issuance, public offering price and amount of interest payable on the first payment date applicable thereto); provided that if the Additional Offered Securities are not fungible with the Offered Securities for U.S. federal income tax purposes, the Additional Offered Securities will have a separate CUSIP number. Such Additional Offered Securities may be consolidated and form a single series with, and shall have the same terms as to ranking, redemption, waivers, amendments and otherwise as, the Offered Securities, and shall vote together as one class on all matters with respect to the Offered Securities. (3) The entire Outstanding outstanding principal of the Offered Securities shall be payable on July June 15, 20222024. (4) The rate at which the Offered Securities shall bear interest shall be 3.5004.700% per yearyear (the “Interest Rate”). The date from which interest shall accrue on the Offered Securities shall be July 5May 19, 20122014, or the most recent Interest Payment Date to which interest has been paid or duly provided for. The Interest Payment Dates for the Offered Securities shall be January June 15 and July December 15 of each year, beginning January December 15, 20132014. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January June 1 and July 1 prior to each December 1, as the case may be, immediately preceding the relevant Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. Principal of and premium, if any, and interest on the Offered Securities shall be payable, and the Offered Securities may be exchanged or transferred, at the office or agency maintained by the Company pursuant to Section 4.02 of the Base Indenture and, for so long as the Offered Securities are listed on the Luxembourg Stock Exchange at Deutsche Bank Luxembourg S.A., WM Operations Luxembourg, 0, Xxxxxxxxx Xxxxxx Xxxxxxxx, 1115 Luxembourg, Luxembourg. The Company will pay or cause to be paid the principal of, premium, if any, and interest on the Offered Securities pursuant to Section 4.01 of the Base Indenture. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. The Offered Securities shall be issued as Unrestricted Securities. (A6) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof)) in accordance with Article III of the Base Indenture and otherwise subject to the provisions set forth herein. The If the Company elects to redeem the Offered Securities will be redeemable at a prior to March 15, 2024, the redemption price shall be equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date: (i) 100% of the aggregate principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the each remaining scheduled payments payment of principal and interest thereon due on any date after the Redemption Date Offered Securities to be redeemed (excluding the portion exclusive of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the Adjusted Redemption Treasury Rate plus 30 0.350% (35 basis points). On or after March 15, 2024, the Company may redeem the Offered Securities in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest to, if anybut not including, thereon to the Redemption Date. (B) . As used herein:

Appears in 1 contract

Samples: First Supplemental Indenture (Signet Jewelers LTD)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.500% Senior Floating Rate Notes due 20222020”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000350,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15June 5, 20222020. (4i) The annual rate at which the Offered Securities shall bear interest shall be 3.500three-month LIBOR (as determined below) for the applicable Interest Reset Period (as defined below) plus 0.450% per year, subject to adjustment as provided below. The date from which interest shall accrue on the Offered Securities shall be July December 5, 2012, 2018 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates interest payment dates for the Offered Securities shall be January 15 March 5, June 5, September 5 and July 15 December 5 of each year, beginning January 15March 5, 20132019 (each, an “Interest Payment Date”). Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 and July 1 February 20, May 20, August 20 or November 20 prior to each Interest Payment Date (a “regular record dateRegular Record Date”). Interest shall be calculated on the basis of the actual number of days in the period divided by 360. (ii) The interest rate on the Offered Securities will be reset quarterly on March 5, June 5, September 5 and December 5 of each year, commencing March 5, 2019 (each, an “Interest Reset Date”). The basis upon which interest shall rate for the Initial Interest Reset Period will be calculated shall three-month LIBOR, determined as of the Interest Determination Date (as defined below) prior to the original issue date, plus 0.450% per year. The “Initial Interest Reset Period” will be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securitiesperiod from, and including, the Depository original issue date to, but excluding, the initial Interest Reset Date. Thereafter, each “Interest Reset Period” will be the period from, and including, an Interest Reset Date to, but excluding, the immediately succeeding Interest Reset Date; provided that the final Interest Reset Period for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to period from, and including, the Interest Reset Date immediately preceding the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount date of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingto, but excluding, the sum maturity date. The “Interest Determination Date” will be the second London Business Day immediately preceding either (x) the original issue date, in the case of the present values Initial Interest Reset Period, or (y) the applicable Interest Reset Date, in the case of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Dateeach other Interest Reset Period. (B) As used herein:

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5005.125% Notes due 20222045”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000750,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15September 14, 20222045. (4) The rate at which the Offered Securities shall bear interest shall be 3.5005.125% per year. The date from which interest shall accrue on the Offered Securities shall be July 5September 14, 20122015, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 March 14 and July 15 September 14 of each year, beginning January 15March 14, 20132016. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January March 1 and July September 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date on or after March 14, 2045 (a “Par Redemption Date”) prior to the maturity date), in whole at any time or in part from time to time in part, (in $1,000 increments (increments, provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). , at a redemption price equal to 100% of the principal amount of the Offered Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Par Redemption Date. (7) (A) The Offered Securities will be redeemable subject to redemption at the option of the Company on any date prior to March 14, 2045 (a “Make Whole Redemption Date”), in whole at any time or in part from time to time (in $1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the notes matured on any date after March 14, 2045 (the Redemption Date “Par Call Date”) (excluding the portion exclusive of interest that will be accrued and unpaid to and including the Make Whole Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 35 basis points, plus plus, in either case (i) or (ii), accrued and unpaid interest, if any, thereon to the Make Whole Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Third Supplemental Indenture (TYCO INTERNATIONAL PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a single series of securities having the title following title: 3.5004.250% Senior Notes due 20222035”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, 2.11 or 3.033.03 of the Base Indenture) is $1,000,000,000€800,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15May 23, 20222035. (4) The Offered Securities will bear interest at a rate at of 4.250% per annum. The basis upon which interest shall be calculated will be the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Offered Securities shall bear (or May 23, 2023, if no interest shall be 3.500% per yearhas been paid on the Offered Securities), to but excluding the next scheduled Interest Payment Date. The date from which interest shall accrue This payment convention is referred to as “ACTUAL/ACTUAL (ICMA),” as defined in the statutes, by-laws, rules and recommendations published by the International Capital Markets Association. (5) Interest on the Offered Securities shall be July 5accrue from May 23, 20122023, or or, if later, the most recent Interest Payment Date to which interest in respect of the Offered Securities has been paid or provided for. The Interest Payment Dates Date for the Offered Securities shall be January 15 and July 15 May 23 of each year, beginning January 15on May 23, 20132024. Interest in respect of the Offered Securities shall be payable annually in arrears on each applicable Interest Payment Date to the applicable Holders of record at the close of business on the January 1 and July 1 prior to each May 8 next preceding such Interest Payment Date (a the “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (56) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof[Reserved]. (A7) The Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Date[Reserved]. (B) As used herein:

Appears in 1 contract

Samples: Supplemental Indenture (Johnson Controls International PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5003.900% Notes due 20222026”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000750,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15February 14, 20222026. (4) The rate at which the Offered Securities shall bear interest shall be 3.5003.900% per year. The date from which interest shall accrue on the Offered Securities shall be July 5September 14, 20122015, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 February 14 and July 15 August 14 of each year, beginning January 15February 14, 20132016. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January February 1 and July August 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date on or after November 14, 2025 (a “Par Redemption Date”) prior to the maturity date), in whole at any time or in part from time to time in part, (in $1,000 increments (increments, provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). , at a redemption price equal to 100% of the principal amount of the Offered Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Par Redemption Date. (7) (A) The Offered Securities will be redeemable subject to redemption at the option of the Company on any date prior to November 14, 2025 (a “Make Whole Redemption Date”), in whole at any time or in part from time to time (in $1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the notes matured on any date after November 14, 2025 (the Redemption Date “Par Call Date”) (excluding the portion exclusive of interest that will be accrued and unpaid to and including the Make Whole Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus plus, in either case (i) or (ii), accrued and unpaid interest, if any, thereon to the Make Whole Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Second Supplemental Indenture (TYCO INTERNATIONAL PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a single series of securities having the title “3.5001.750% Senior Notes due 20222030”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, 2.11 or 3.033.03 of the Base Indenture) is $1,000,000,000625,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July September 15, 20222030. (4) The rate at which the Offered Securities shall will bear interest shall be 3.500at a rate of 1.750% per year. The date from which interest shall accrue on the Offered Securities shall be July 5, 2012, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 and July 15 of each year, beginning January 15, 2013. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 and July 1 prior to each Interest Payment Date (a “regular record date”)annum. The basis upon which interest shall be calculated shall will be that of a 360-day year consisting of twelve 30-day months. (5) Interest on the Offered Securities shall accrue from September 11, 2020, or, if later, the most recent Interest Payment Date to which interest in respect of the Offered Securities has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be issuable March 15 and September 15 of each year, beginning on March 15, 2021. Interest in whole in respect of the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially payable semi-annually in arrears on each applicable Interest Payment Date to the form attached hereto applicable Holders of record at the close of business on the March 1 and September 1, as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereofcase may be, next preceding such Interest Payment Date (the “regular record dates”). (A6) The Offered Securities will be subject [Reserved]. (7) [Reserved]. (8) Prior to redemption at June 15, 2030 (the Company’s option on any date (a Redemption Par Call Date”) prior to ), the maturity dateIssuers may, at their option, redeem the Offered Securities, in whole at any time or in part from time to time in parttime, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of of: (i) 100% of the principal amount of the Offered Securities to be redeemed and and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Offered Securities matured on any date after the Redemption Par Call Date (excluding the portion exclusive of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date redemption date), discounted to the redemption date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 20 basis points, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on the relevant Interest Payment Date). On or after the Par Call Date, the Issuers may, at their option, redeem the Offered Securities, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Offered Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the Redemption right of Holders of record on the relevant regular record date to receive interest due on the relevant Interest Payment Date). In addition, the Offered Securities may be redeemed pursuant to Section 1.02(27) of this Fifth Supplemental Indenture (which supersedes and replaces Article XIV of the Base Indenture which shall not apply to the Offered Securities). (B9) As used hereinExcept as provided in Section 1.02(17) of this Fifth Supplemental Indenture (which supersedes and replaces Section 4.08 of the Base Indenture which shall not apply to the Offered Securities), the Offered Securities shall not be subject to redemption, repurchase or repayment at the option of any Holder thereof, upon the occurrence of any particular circumstance or otherwise. The Offered Securities will not have the benefit of any sinking fund. (10) The Offered Securities shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. (11) The Offered Securities will be issued in registered form without interest coupons and only in denominations of $2,000 and whole multiples of $1,000 in excess thereof. (12) All payments of interest and principal, including payments made upon any redemption or repurchase of the Offered Securities, will be payable in Dollars. (13) [Reserved]. (14) [Reserved]. (15) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and DTC shall be the initial Depositary. (16) The Offered Securities will not be convertible into or exchangeable for other Securities, common shares or other securities of the Issuers. (17) Solely with respect to the application of such provisions to the Offered Securities, Sections 4.01, 4.02, 4.03, 4.04, 4.05 and 4.08 of the Base Indenture are hereby replaced and superseded by the following provisions:

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Johnson Controls International PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5006.550% Senior Notes due 20222037”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000850,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July October 15, 20222037. (4) The rate at which the Offered Securities shall bear interest shall be 3.5006.550% per yearyear plus Special Interest, if any, payable pursuant to the Exchange and Registration Rights Agreement and as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5October 22, 20122007, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January April 15 and July October 15 of each year, beginning January April 15, 20132008. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January April 1 and July October 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis pointspoints (such greater amount is referred to herein as the “Redemption Price”), plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Covidien Ltd.)

Terms of Offered Securities. The following terms relate relating to the Offered SecuritiesSecurities are hereby established: (1) The Offered Securities shall constitute a series of securities having the title “3.5005.00% Notes due 2022February 15, 2013”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, or 3.03) is shall be $1,000,000,000300,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July February 15, 20222013. (4) The rate at which the Offered Securities shall bear interest shall be 3.5005.00% per year. The annum; the date from which interest shall accrue on the Offered Securities shall be July 5February 14, 20122003, or the most recent Interest Payment Date to which interest has been paid or provided for. The ; the Interest Payment Dates for the Offered Securities shall be January February 15 and July August 15 of each year, beginning January August 15, 2013. Interest 2003; interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 and July 1 date fifteen days prior to each such Interest Payment Date (a “regular record date”). The ; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global SecuritiesSecurities (without coupons), and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.A. (A) The Offered Securities will be subject to redemption at the Company’s option of the Issuer on any date (a the “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (ia) 100% of the principal amount of the Offered Securities to be redeemed and (iib) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon due on such Offered Securities to be redeemed (not including any date after the Redemption Date (excluding the portion of such payments of interest that will be accrued and unpaid to and including as of the Redemption Date) discounted from their scheduled date of payment to the Redemption Date Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at the Adjusted Redemption Treasury Rate plus 30 20 basis pointspoints (such greater amount is referred to herein as the “Redemption Price”), plus plus, in either the case of clause (a) or clause (b), accrued and unpaid interest, if any, interest thereon to the Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: First Supplemental Indenture (Computer Sciences Corp)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a single series of securities having the title “3.5002.000% Sustainability-Linked Senior Notes due 20222031”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, 2.11 or 3.033.03 of the Base Indenture) is $1,000,000,000500,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15September 16, 20222031. (4) The rate at which the Offered Securities shall will initially bear interest shall be 3.500at a rate of 2.000% per year. The date from which interest shall accrue on annum (the Offered Securities shall be July 5, 2012, or the most recent “Initial Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 and July 15 of each year, beginning January 15, 2013. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 and July 1 prior to each Interest Payment Date (a “regular record dateRate”), subject to adjustment as described in Section 1.02(6) of this Seventh Supplemental Indenture. The basis upon which interest shall be calculated shall will be that of a 360-day year consisting of twelve 30-day months. (5) Interest on the Offered Securities shall accrue from September 16, 2021, or, if later, the most recent Interest Payment Date to which interest in respect of the Offered Securities has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be issuable March 16 and September 16 of each year, beginning on March 16, 2022. Interest in whole in respect of the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially payable semi-annually in arrears on each applicable Interest Payment Date to the form attached hereto applicable Holders of record at the close of business on the March 2 and September 2, as Exhibit A the terms of which are herein incorporated by reference. The case may be, next preceding such Interest Payment Date (the “regular record dates”). (6) From and including March 16, 2026 (or if such day is not a Business Day, the next succeeding Business Day) (the “Interest Rate Step Up Date”), the interest rate payable on the Offered Securities shall be issuable increased from the Initial Interest Rate by, in denominations aggregate, (i) an additional 12.5 basis points per annum unless the Issuers have notified the Trustee in writing on or before the date that is 15 days prior to the Interest Rate Step Up Date (the “Notification Date”) in the form of $2,000 an Officer’s Certificate (the “Scope 1 and Scope 2 Emissions Satisfaction Notification”) certifying that such officers have determined that the Issuers have satisfied the Scope 1 and Scope 2 Emissions Sustainability Performance Target and received a related assurance letter from the External Verifier (an “Assurance Letter”) and (ii) an additional 12.5 basis points per annum unless the Issuers have notified the Trustee in writing on or before the Notification Date in the form of an Officer’s Certificate (the “Scope 3 Emissions Satisfaction Notification”) certifying that such officers have determined that the Issuers have satisfied the Scope 3 Emissions Sustainability Performance Target and received a related Assurance Letter from the External Verifier. For the avoidance of doubt, if the Issuers have provided the Trustee with the applicable Satisfaction Notification for each of the two Sustainability Performance Targets on or prior to the Notification Date, then the interest rate payable on the Offered Securities shall not increase from the Initial Interest Rate pursuant to this paragraph. The interest rate applicable to the Offered Securities will only be adjusted on the Notification Date based upon the satisfaction or non-satisfaction of a Sustainability Performance Target on or prior to the Notification Date. Any satisfaction of a Sustainability Performance Target subsequent to the Notification Date or cessation of satisfaction, or any integral multiple of $1,000 failure to satisfy a Sustainability Performance Target subsequent to the Notification Date will not result in excess thereofan adjustment to the interest rate payable on the Offered Securities. (A7) The Offered Securities will be subject [Reserved]. (8) Prior to redemption at June 16, 2031 (the Company’s option on any date (a Redemption Par Call Date”) prior to ), the maturity dateIssuers may, at their option, redeem the Offered Securities, in whole at any time or in part from time to time in parttime, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of of: (i) 100% of the principal amount of the Offered Securities to be redeemed and and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Offered Securities matured on any date after the Redemption Par Call Date (excluding the portion exclusive of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date redemption date) (calculated at the Initial Interest Rate until the Interest Rate Step Up Date, at which point, the interest rate shall be deemed to be the interest rate after giving effect to any applicable adjustment pursuant to Section 1.02(6) of this Seventh Supplemental Indenture), discounted to the redemption date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 15 basis points, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on the relevant Interest Payment Date). On or after the Par Call Date, the Issuers may, at their option, redeem the Offered Securities, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Offered Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the Redemption right of Holders of record on the relevant regular record date to receive interest due on the relevant Interest Payment Date). In addition, the Offered Securities may be redeemed pursuant to Section 1.02(27) of this Seventh Supplemental Indenture (which supersedes and replaces Article XIV of the Base Indenture which shall not apply to the Offered Securities). (B9) As used hereinExcept as provided in Section 1.02(17) of this Seventh Supplemental Indenture (which supersedes and replaces Section 4.08 of the Base Indenture which shall not apply to the Offered Securities), the Offered Securities shall not be subject to redemption, repurchase or repayment at the option of any Holder thereof, upon the occurrence of any particular circumstance or otherwise. The Offered Securities will not have the benefit of any sinking fund. (10) The Offered Securities shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. (11) The Offered Securities will be issued in registered form without interest coupons and only in denominations of $2,000 and whole multiples of $1,000 in excess thereof. (12) All payments of interest and principal, including payments made upon any redemption or repurchase of the Offered Securities, will be payable in Dollars. (13) [Reserved]. (14) [Reserved]. (15) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and DTC shall be the initial Depositary. (16) The Offered Securities will not be convertible into or exchangeable for other Securities, common shares or other securities of the Issuers. (17) Solely with respect to the application of such provisions to the Offered Securities, Sections 4.01, 4.02, 4.03, 4.04, 4.05 and 4.08 of the Base Indenture are hereby replaced and superseded by the following provisions:

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Johnson Controls International PLC)

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Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5002.500% Senior Notes due 20222032”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000600,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15February 4, 20222032. (4) The rate at which the Offered Securities shall bear interest shall be 3.5002.500% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5February 4, 2012, 2022 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 February 4 and July 15 August 4 of each year, beginning January 15August 4, 20132022. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 20 and July 1 20 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein hereby incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject Prior to redemption at the Company’s option on any date November 4, 2031 (a “Redemption Date”) three months prior to the maturity date) (the “Par Call Date”), the Company may redeem the Offered Securities at its option, in whole or in part, at any time and from time to time in parttime, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price (expressed as a percentage of principal and rounded to three decimal places) equal to the greater of of: (ia) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due discounted to the redemption date (assuming the Offered Securities matured on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Par Call Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 15 basis pointspoints less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Offered Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. (B) In addition, or after the Par Call Date, the Company may redeem the Offered Securities, 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 Offered Securities being redeemed, plus accrued and unpaid interest, if any, interest thereon to the Redemption Dateredemption date. (BC) As used herein:

Appears in 1 contract

Samples: Eighteenth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5004.500% Senior Notes due 20222029”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000400,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 151, 20222029. (4) The rate at which the Offered Securities shall bear interest shall be 3.5004.500% per year. , as set forth in Section 1 of the form of Offered Security attached hereto as Exhibit A. The date from which interest shall accrue on the Offered Securities shall be July 5June 21, 2012, 2019 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 1 and July 15 1 of each year, beginning on January 151, 20132020. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 December 15 and July 1 June 15 prior to each Interest Payment Date (a “regular record date”); however, interest payable at maturity will be paid to the Person to whom principal is payable. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. If any Interest Payment Date of the Offered Securities would otherwise be a day that is not a Business Day, that Interest Payment Date will be postponed to the next date that is a Business Day. If the maturity date of the Offered Securities falls on a day that is not a Business Day, the related payment of principal and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by referencereference in this Sixth Supplemental Indenture. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities will shall be subject to redemption at the Company’s option on any date Redemption Date as set forth in Section 5 of the form of Offered Security attached hereto as Exhibit A. (a “Redemption Date”7) prior Except as provided in this Sixth Supplemental Indenture, the Offered Securities shall not be subject to redemption, repurchase or repayment at the maturity dateoption of any Holder thereof, in whole upon the occurrence of any particular circumstances or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof)otherwise. The Offered Securities will shall not have the benefit of any sinking fund. For the avoidance of doubt, the Company, the Guarantors and their respective Affiliates may purchase Offered Securities from the Holders thereof from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Any Offered Securities purchased by the Company, the Guarantors or any of their respective Affiliates may, at the purchaser’s discretion, be redeemable at a redemption price equal to held, resold or canceled. (8) Except as provided in this Sixth Supplemental Indenture, the greater of (i) 100% of the principal amount Holders of the Offered Securities shall have no special rights in addition to be redeemed and (ii) as determined by those provided in the Quotation Agent and delivered to Base Indenture upon the Trustee in writing, the sum occurrence of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Dateparticular events. (B9) As used herein:The Offered Securities shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company or the Guarantors. (11) In addition to the provisions of the Base Indenture referred to in Section 11.03(b) thereof, the covenants described in Section 1.3 of this Sixth Supplemental Indenture shall be subject to the Company’s covenant defeasance right set forth in Section 11.03 of the Base Indenture. In addition, following any such covenant defeasance, the Events of Default set forth in Section 1.4 of this Sixth Supplemental Indenture shall cease to apply with respect to the Offered Securities.

Appears in 1 contract

Samples: Supplemental Indenture (PENTAIR PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5001.875% Notes due 20222017”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000350,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July September 15, 20222017. (4) The rate at which the Offered Securities shall bear interest shall be 3.5001.875% per year. The date from which interest shall accrue on the Offered Securities shall be July 5September 24, 2012, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January March 15 and July September 15 of each year, beginning January March 15, 2013. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January March 1 and July September 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 20 basis points, plus accrued and unpaid interest, if any, thereon to to, but excluding, the Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: First Supplemental Indenture (Pentair Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5001.375% Notes due 20222025”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000€500,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15February 25, 20222025. (4) The rate at which the Offered Securities shall bear interest shall be 3.5001.375% per year. The date from which interest shall accrue on the Offered Securities shall be July 5February 25, 20122015, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 and July 15 February 25 of each year, beginning January 15February 25, 20132016. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 and July 1 February 10 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall will be that the actual number of a 360-day year consisting days in the period for which interest is being calculated and the actual number of twelve 30-day monthsdays from and including the last date on which interest was paid on the Offered Securities (or February 25, 2015, if no interest has been paid on the Offered Securities), to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as “ACTUAL/ACTUAL (ICMA),” and is intended to be applied as defined in the rulebook of the International Capital Markets Association. (5) The Company initially appoints Deutsche Bank Trust Company Americas as Paying Agent with respect to the Offered Securities pursuant to Section 4.03 of the Base Indenture until such time as Deutsche Bank Trust Company Americas has resigned or a successor has been appointed. Deutsche Bank Trust Company Americas shall be issuable in whole have all of the rights, privileges, protections and immunities granted to the Trustee in the registered form of one or more Global SecuritiesIndenture mutatis mutandis. Principal of, premium, if any, interest on and additional amounts, if any, on the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall will be substantially in payable at the form attached hereto office or agency of the Paying Agent at Deutsche Bank Trust Company Americas, 00 Xxxx Xxxxxx, 00xx Xxxxx, XX: NYC60-1630, Xxx Xxxx, XX 00000, Attention: Trust & Securities Services, until such time as Exhibit A the terms Company designates an alternate place of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereofpayment. (A6) The Company initially appoints Deutsche Bank Luxembourg S.A. as Security Registrar and Transfer Agent with respect to the Offered Securities pursuant to Section 2.05 of the Base Indenture until such time as Deutsche Bank Luxembourg S.A. has resigned or a successor has been appointed. Deutsche Bank Luxembourg S.A. shall have all of the rights, privileges, protections and immunities granted to the Trustee in the Indenture mutatis mutandis. (7) The Company hereby appoints Deutsche Bank Luxembourg S.A. as the Authenticating Agent (the “Authenticating Agent”) for the Offered Securities pursuant to Section 2.10 of the Base Indenture. For so long as Deutsche Bank Luxembourg S.A. is affiliated with the Trustee, Deutsche Bank Luxembourg S.A. shall not be required to meet the requirements set forth in the fourth sentence of Section 2.10 of the Base Indenture. Neither the Trustee nor any agent of the Trustee shall be responsible for any action taken or not taken by the Authenticating Agent. (8) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date on or after November 25, 2024 (a “Par Redemption Date”) prior to the maturity date), in whole at any time or in part from time to time (in part€1,000 increments, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). , at a redemption price equal to 100% of the principal amount of the Offered Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Par Redemption Date. (9) (A) The Offered Securities will be redeemable subject to redemption at the option of the Company on any date prior to November 25, 2024 (a “Make Whole Redemption Date”), in whole at any time or in part from time to time (in €1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after Remaining Scheduled Payments discounted to the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Make Whole Redemption Date) discounted from their scheduled date of payment , on an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 20 basis pointspoints plus, plus in either case, accrued and unpaid interest, if any, thereon to the Make Whole Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: First Supplemental Indenture (TYCO INTERNATIONAL PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5001.100% Senior Notes due 20222023”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000€550,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15March 1, 20222023. (4) The rate at which the Offered Securities shall bear interest shall be 3.5001.100% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5February 27, 2012, 2015 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates Date for the Offered Securities shall be January 15 and July 15 March 1 of each year, beginning January 15March 1, 20132016. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 and July 1 Business Day prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that day count convention is ACTUAL/ACTUAL (ICMA) as defined in the rulebook of a 360-day year consisting of twelve 30-day monthsthe International Capital Markets Association. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Global Securities, deposited with or on behalf of a common depositary for Euroclear and the Depository for such Global Securities shall be The Depository Trust Company, New York, New YorkClearstream. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein hereby incorporated by reference. The Offered Securities shall be issuable in minimum denominations of $2,000 €100,000 or any integral multiple of $1,000 in excess thereof. For purposes of the Offered Securities, the initial place of payment shall be the Corporate Trust Office. (A6) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Make-Whole Redemption Date”) prior to December 1, 2022 (three months prior to the maturity date), in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered an amount equal to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Make-Whole Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Make-Whole Redemption Date) discounted from their scheduled date of payment to the Make-Whole Redemption Date on an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the Adjusted Redemption Treasury Rate Comparable Government Bond Rate, plus 30 15 basis points, plus in either the case of clause (i) or clause (ii), accrued and unpaid interest, thereon to but excluding the Make-Whole Redemption Date. Neither the Trustee nor the paying agent shall be responsible for determining the redemption price. (7) In addition, the Offered Securities will be subject to redemption at the option of the Company on any date (a “Par Redemption Date”) on or after December 1, 2022 (three months prior to the maturity date), in whole or from time to time in part, in €1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at a redemption price equal to 100% of the principal amount of the Offered Securities to be redeemed, plus accrued and unpaid interest, if any, interest thereon to but excluding the Par Redemption Date. (B8) Notwithstanding Section 3.02(b) As of the Base Indenture or any provisions in this Twelfth Supplemental Indenture, if the Company elects to redeem a portion but not all of the Offered Securities, the Trustee shall select the Offered Securities to be redeemed by such method as it deems fair and appropriate and in accordance with the Depositary’s applicable procedures. (9) The Offered Securities will not have the benefit of any sinking fund. (10) Except as provided herein, the holders of the Offered Securities shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (11) The Offered Securities will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves. (12) The Offered Securities are not convertible into shares of common stock or other securities of the Company. (13) The additional Event of Default and restrictive covenants set forth in Sections 1.3 and 1.4 shall be applicable to the Offered Securities. (14) Initial holders of the Offered Securities shall be required to pay for the Offered Securities in euro, and payments of principal, premium, if any, and interest, including any Additional Amounts, in respect of the Offered Securities will be payable in euro (except as otherwise provided in this Section 1.1(14)) in immediately available funds at the Corporate Trust Office of the Trustee or such other place designated by the Company with written notification to the Trustee. If the euro is unavailable to the Company or Parent due to the imposition of exchange controls or other circumstances beyond the Company’s or Parent’s control or the euro is no longer used herein:by the then-member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Offered Securities shall be made in U.S. dollars until the euro is again available to the Company or Parent or so used. The amount payable on any date in euro shall be converted to U.S. dollars on the basis of the then most recently available market exchange rate for euro. Any payment in respect of the Offered Securities so made in U.S. dollars will not constitute an Event of Default under the Offered Securities, the Base Indenture or this Twelfth Supplemental Indenture. Neither the Trustee nor the paying agent shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations. (15) The Company elects, pursuant to Section 2.01 of the Base Indenture, to have the provisions of Article XI of the Base Indenture be applicable to the Offered Securities.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5006% Notes due 20222013”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July November 15, 20222013. (4) The rate at which the Offered Securities shall bear interest shall be 3.5006% per yearyear plus Additional Interest, if any, payable pursuant to the Registration Rights Agreement and as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5November 12, 20122003, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January May 15 and July November 15 of each year, beginning January May 15, 20132004. Interest and Additional Interest, if any, shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 and July 1 date 15 days prior to each such Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 25 basis pointspoints (such greater amount is referred to herein as the “Redemption Price”), plus plus, in either the case of clause (a) or clause (b), accrued and unpaid interestinterest and Additional Interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: First Supplemental Indenture (Tyco International LTD /Ber/)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5004.500% Senior Notes due 20222026”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000500,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15February 13, 20222026. (4) The rate at which the Offered Securities shall bear interest shall be 3.5004.500% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5February 13, 2012, 2023 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 February 13 and July 15 August 13 of each year, beginning January 15August 13, 20132023. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 29 and July 1 29 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein hereby incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Company may redeem the Offered Securities will be subject to redemption at the Company’s option on any date (a “Redemption Date”) prior to the maturity dateits option, in whole or in part, at any time and from time to time in parttime, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price (expressed as a percentage of principal and rounded to three decimal places) equal to the greater of of: (ia) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 10 basis pointspoints less (b) interest accrued to the date of redemption, plus and (ii) 100% of the principal amount of the Offered Securities to be redeemed, plus, in either case, accrued and unpaid interest, if any, interest thereon to the Redemption Dateredemption date. (B) As used herein:

Appears in 1 contract

Samples: Nineteenth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5002.900% Senior Notes due 20222018”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000500,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July September 15, 20222018. (4) The rate at which the Offered Securities shall bear interest shall be 3.5002.900% per year. , as set forth in Section 1 of the form of Offered Security attached hereto as Exhibit A and subject to adjustment as set forth in Section 2 of the form of Offered Security attached hereto as Exhibit A. The date from which interest shall accrue on the Offered Securities shall be July 5September 16, 2012, 2015 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January March 15 and July September 15 of each year, beginning January on March 15, 20132016. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January March 1 and July September 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by referencereference in this First Supplemental Indenture. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities will shall be subject to redemption at the Company’s option on any date Redemption Date as set forth in Section 6 of the form of Offered Security attached hereto as Exhibit A. (a “Redemption Date”7) prior Except as provided in this First Supplemental Indenture, the Offered Securities shall not be subject to redemption, repurchase or repayment at the maturity dateoption of any Holder thereof, in whole upon the occurrence of any particular circumstances or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof)otherwise. The Offered Securities will shall not have the benefit of any sinking fund. For the avoidance of doubt, the Company, the Guarantors and their respective Affiliates may purchase Offered Securities from the Holders thereof from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Any Offered Securities purchased by the Company, the Guarantors or any of their respective Affiliates may, at the purchaser’s discretion, be redeemable at a redemption price equal to held, resold or canceled. (8) Except as provided in this First Supplemental Indenture, the greater of (i) 100% of the principal amount Holders of the Offered Securities shall have no special rights in addition to be redeemed and (ii) as determined by those provided in the Quotation Agent and delivered to Base Indenture upon the Trustee in writing, the sum occurrence of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Dateparticular events. (B9) As used herein:The Offered Securities shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company or the Guarantors. (11) In addition to the provisions of the Base Indenture referred to in Section 11.03(b) thereof, the covenants described in Sections 1.3(1), 1.3(2) and 1.3(3) of this First Supplemental Indenture shall be subject to the Company’s covenant defeasance right set forth in Section 11.03 of the Base Indenture. In addition, following any such covenant defeasance, the Events of Default set forth in Sections 1.5(1), 1.5(3) and 1.5(4) of this First Supplemental Indenture shall cease to apply with respect to the Offered Securities.

Appears in 1 contract

Samples: First Supplemental Indenture (PENTAIR PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.500% Senior Notes due 2022”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000500,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15February 3, 2022. (4) The rate at which the Offered Securities shall bear interest shall be 3.500% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5February 3, 2012, 2012 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 February 3 and July 15 August 3 of each year, beginning January 15August 3, 20132012. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 18 and July 1 18 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Make-Whole Redemption Date”) prior to November 3, 2021 (three months prior to the maturity date), in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Make-Whole Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Make-Whole Redemption Date) discounted from their scheduled date of payment to the Make-Whole Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 25 basis points, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the Make-Whole Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Seventh Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5005.450% Senior Notes due 20222012”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000500,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July October 15, 20222012. (4) The rate at which the Offered Securities shall bear interest shall be 3.5005.450% per yearyear plus Special Interest, if any, payable pursuant to the Exchange and Registration Rights Agreement and as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5October 22, 20122007, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January April 15 and July October 15 of each year, beginning January April 15, 20132008. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January April 1 and July October 1 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Restricted Global Securities, and the Depository for such Restricted Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject to redemption at the Company’s option of the Company on any date (a “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (i) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writingTrustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 20 basis pointspoints (such greater amount is referred to herein as the “Redemption Price”), plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Second Supplemental Indenture (Covidien Ltd.)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5004.625% Senior Notes due 20222030”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000350,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15February 1, 20222030. (4) The rate at which the Offered Securities shall bear interest shall be 3.5004.625% per yearyear payable as set forth in the Offered Securities. The date from which interest shall accrue on the Offered Securities shall be July 5August 2, 2012, 2024 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 February 1 and July 15 August 1 of each year, beginning January 15February 1, 20132025. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 17 and July 1 17 prior to each Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more registered Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein hereby incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A) The Offered Securities will be subject Prior to redemption at the Company’s option on any date January 1, 2030 (a “Redemption Date”) one month prior to the maturity date) (the “Par Call Date”), the Company may redeem the Offered Securities at its option, in whole or in part, at any time and from time to time in parttime, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price (expressed as a percentage of principal and rounded to three decimal places) equal to the greater of of: (ia) 100% of the principal amount of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon due discounted to the redemption date (assuming the Offered Securities matured on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Par Call Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 15 basis pointspoints less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Offered Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. (B) On or after the Par Call Date, the Company may redeem the Offered Securities, 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 Offered Securities being redeemed, plus accrued and unpaid interest, if any, interest thereon to the Redemption Dateredemption date. (BC) As used herein:

Appears in 1 contract

Samples: Twentieth Supplemental Indenture (TE Connectivity Ltd.)

Terms of Offered Securities. The following terms relate relating to the Offered SecuritiesSecurities are hereby established: (1) The Offered Securities shall constitute a series of securities having the title “3.5003.50% Notes due 2022April 15, 2008”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, or 3.03) is shall be $1,000,000,000300,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July April 15, 20222008. (4) The rate at which the Offered Securities shall bear interest shall be 3.5003.50% per year. The annum; the date from which interest shall accrue on the Offered Securities shall be July 5April 3, 20122003, or the most recent Interest Payment Date to which interest has been paid or provided for. The ; the Interest Payment Dates for the Offered Securities shall be January April 15 and July October 15 of each year, beginning January October 15, 2013. Interest 2003; interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 and July 1 date fifteen days prior to each such Interest Payment Date (a “regular record date”). The ; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global SecuritiesSecurities (without coupons), and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.A. (A) The Offered Securities will be subject to redemption at the Company’s option of the Issuer on any date (a the “Redemption Date”) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable , at a redemption price equal to the greater of (ia) 100% of the principal amount of the Offered Securities to be redeemed and (iib) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon due on such Offered Securities to be redeemed (not including any date after the Redemption Date (excluding the portion of such payments of interest that will be accrued and unpaid to and including as of the Redemption Date) discounted from their scheduled date of payment to the Redemption Date Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at the Adjusted Redemption Treasury Rate plus 30 15 basis pointspoints (such greater amount is referred to herein as the “Redemption Price”), plus plus, in either the case of clause (a) or clause (b), accrued and unpaid interest, if any, interest thereon to the Redemption Date. (B) As used herein:

Appears in 1 contract

Samples: Second Supplemental Indenture (Computer Sciences Corp)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a single series of securities having the title “3.5004.900% Senior Notes due 20222032”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, 2.11 or 3.033.03 of the Base Indenture) is $1,000,000,000400,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15December 1, 20222032. (4) The rate at which the Offered Securities shall will bear interest shall be 3.500at a rate of 4.900% per year. The date from which interest shall accrue on the Offered Securities shall be July 5, 2012, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 and July 15 of each year, beginning January 15, 2013. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 and July 1 prior to each Interest Payment Date (a “regular record date”)annum. The basis upon which interest shall be calculated shall will be that of a 360-day year consisting of twelve 30-day months. (5) Interest on the Offered Securities shall accrue from September 14, 2022, or, if later, the most recent Interest Payment Date to which interest in respect of the Offered Securities has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be issuable June 1 and December 1 of each year, beginning on December 1, 2022. Interest in whole in respect of the registered form of one or more Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially payable semi-annually in arrears on each applicable Interest Payment Date to the form attached hereto applicable Holders of record at the close of business on the May 15 and November 15, as Exhibit A the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereofcase may be, next preceding such Interest Payment Date (the “regular record dates”). (A6) The Offered Securities will be subject [Reserved]. (7) [Reserved]. (8) Prior to redemption at September 1, 2032 (the Company’s option on any date (a Redemption Par Call Date”) prior to ), the maturity dateIssuers may, at their option, redeem the Offered Securities, in whole at any time or in part from time to time in parttime, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof). The Offered Securities will be redeemable at a redemption price equal to the greater of of: (i) 100% of the principal amount of the Offered Securities to be redeemed and redeemed, and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Offered Securities matured on any date after the Redemption Par Call Date (excluding the portion exclusive of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date redemption date), discounted to the redemption date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on the relevant Interest Payment Date). On or after the Par Call Date, the Issuers may, at their option, redeem the Offered Securities, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Offered Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the Redemption right of Holders of record on the relevant regular record date to receive interest due on the relevant Interest Payment Date). In addition, the Offered Securities may be redeemed pursuant to Section 1.02(27) of this Ninth Supplemental Indenture (which supersedes and replaces Article XIV of the Base Indenture which shall not apply to the Offered Securities). (B9) As used hereinExcept as provided in Section 1.02(17) of this Ninth Supplemental Indenture (which supersedes and replaces Section 4.08 of the Base Indenture which shall not apply to the Offered Securities), the Offered Securities shall not be subject to redemption, repurchase or repayment at the option of any Holder thereof, upon the occurrence of any particular circumstance or otherwise. The Offered Securities will not have the benefit of any sinking fund. (10) The Offered Securities shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. (11) The Offered Securities will be issued in registered form without interest coupons and only in minimum denominations of $2,000 and whole multiples of $1,000 in excess thereof. (12) All payments of interest and principal, including payments made upon any redemption or repurchase of the Offered Securities, will be payable in Dollars. (13) [Reserved]. (14) [Reserved]. (15) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and DTC shall be the initial Depositary. (16) The Offered Securities will not be convertible into or exchangeable for other Securities, common shares or other securities of the Issuers. (17) Solely with respect to the application of such provisions to the Offered Securities, Sections 4.01, 4.02, 4.03, 4.04, 4.05 and 4.08 of the Base Indenture are hereby replaced and superseded by the following provisions:

Appears in 1 contract

Samples: Supplemental Indenture (Johnson Controls International PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5005.900% Senior Notes due 20222032”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000400,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15, 20222032. (4) The rate at which the Offered Securities shall bear interest shall be 3.5005.900% per year. , as set forth in Section 1 of the form of Offered Security attached hereto as Exhibit A. The date from which interest shall accrue on the Offered Securities shall be July 58, 2012, 2022 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be January 15 and July 15 of each year, beginning on January 15, 20132023. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 and July 1 prior to each Interest Payment Date (a “regular record date”); however, interest payable at maturity will be paid to the Person to whom principal is payable. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. If any Interest Payment Date of the Offered Securities would otherwise be a day that is not a Business Day, that Interest Payment Date will be postponed to the next date that is a Business Day, and no interest on such payment will accrue in respect of the delay. If the maturity date or any date of redemption of the Offered Securities falls on a day that is not a Business Day, the related payment of principal and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. (5) The Offered Securities shall be issuable in whole in the registered form of one or more Global Securities, and the Depository Depositary for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by referencereference in this Eighth Supplemental Indenture. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (A6) The Offered Securities will shall be subject to redemption at the Company’s option on any redemption date as set forth in Section 5 of the form of Offered Security attached hereto as Exhibit A. (a “Redemption Date”7) prior to the maturity date, in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof The Offered Securities shall be subject to a special mandatory redemption under the circumstances specified in Section 6 of the form of Offered Security attached hereto as Exhibit A. (8) Except as provided in this Eighth Supplemental Indenture, the Offered Securities shall not be subject to redemption, repurchase or repayment at least the minimum authorized denomination option of any Holder thereof), upon the occurrence of any particular circumstances or otherwise. The Offered Securities will be redeemable at a redemption price equal to shall not have the greater benefit of (i) 100% any sinking fund. For the avoidance of doubt, the principal amount of Company, the Guarantor and their respective Affiliates may purchase Offered Securities from the Holders thereof from time to be redeemed and (ii) as determined time, either in the open market at prevailing prices or in private transactions at negotiated prices. Any Offered Securities purchased by the Quotation Agent and delivered to the Trustee in writingCompany, the sum Guarantor or any of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) respective Affiliates may, at the Adjusted Redemption Treasury Rate plus 30 basis pointspurchaser’s discretion, plus accrued and unpaid interestbe held, if any, thereon to the Redemption Dateresold or canceled. (B) As used herein:

Appears in 1 contract

Samples: Eighth Supplemental Indenture (PENTAIR PLC)

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute a series of securities having the title “3.5002.450% Senior Notes due 20222019”. (2) The initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.033.03 of the Base Indenture) is $1,000,000,000€500,000,000. (3) The entire Outstanding principal of the Offered Securities shall be payable on July 15September 17, 20222019. Notwithstanding the foregoing, if such date falls on a day that is not a Business Day, the related payment of principal and interest shall be made on the next Business Day as if it were made on the date such payment was due, and no interest shall accrue on the amounts so payable for the period from and after such date to the next Business Day. (4) The rate at which the Offered Securities shall bear interest shall be 3.5002.450% per year. , as set forth in Section 1 of the form of Offered Security attached hereto as Exhibit A and subject to adjustment as set forth in Section 2 of the form of Offered Security attached hereto as Exhibit A. The date from which interest shall accrue on the Offered Securities shall be July 5September 17, 2012, 2015 or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates Date for the Offered Securities shall be January 15 and July 15 September 17 of each year, beginning January 15on September 17, 20132016. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 and July 1 September 2 immediately prior to each such Interest Payment Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Offered Securities (or September 17, 2015, if no interest has been paid on the Offered Securities) to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Other than with respect to the interest payable on the maturity date of the Offered Securities (which shall be governed by Section 1.1(3)), if any Interest Payment Date would otherwise be a 360-day year consisting of twelve 30-day monthsthat is not a Business Day, such Interest Payment Date shall be postponed to the next date that is a Business Day. (5) The Offered Securities shall initially be issuable in whole in the registered form of represented by one or more fully registered Global Securities. Each Global Security shall be deposited with, or on behalf of, a common depositary, and registered in the Depository name of the nominee of the common depositary for the accounts of Clearstream (as defined below) and Euroclear (as defined below). Except as set forth in Section 10 of the form of Offered Security attached hereto as Exhibit A, each such Global Securities shall Security may be The Depository Trust Companytransferred, New Yorkin whole and not in part, New Yorkonly to Euroclear or Clearstream or their respective nominees. The Offered Securities shall be substantially in the form attached hereto as Exhibit A A, the terms of which are herein incorporated by referencereference in this Fourth Supplemental Indenture. Except as set forth in Section 10 of the form of Offered Security attached hereto as Exhibit A, the Offered Securities shall not be issuable in certificated form. The Offered Securities shall be issuable in denominations of $2,000 €100,000 or any integral multiple of $1,000 in excess thereof. (A6) The Currency of the Offered Securities shall be euro. All payments of interest and principal, including payments made upon any redemption or repurchase of the Offered Securities, shall be made in euro; provided that if the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the control of the Company or if the euro is no longer being used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Offered Securities shall be made in U.S. dollars until the euro is again available to the Company or so used. In such circumstances, the amount payable on any date in euro shall be converted into U.S. dollars at the rate published by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, the rate shall be determined in the sole discretion of the Company on the basis of the most recently available market exchange rate for the euro. Any payment in respect of the Offered Securities so made in U.S. dollars shall not constitute an Event of Default hereunder or under the Indenture. Neither the Trustee nor the paying agent shall have any responsibility for any such calculation or conversion. Any references elsewhere in this Fourth Supplemental Indenture or the Offered Securities to payments being made in euro notwithstanding, payments shall be made in U.S. dollars to the extent set forth in this Section 1.1(6). (7) The Offered Securities will shall be subject to redemption at the Company’s option on any date Redemption Date as set forth in Section 6 of the form of Offered Security attached hereto as Exhibit A. (a “Redemption Date”) prior 8) Except as provided in this Fourth Supplemental Indenture, the Offered Securities shall not be subject to redemption, repurchase or repayment at the maturity dateoption of any Holder thereof, in whole upon the occurrence of any particular circumstances or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof)otherwise. The Offered Securities will shall not have the benefit of any sinking fund. For the avoidance of doubt, the Company, the Guarantors and their respective Affiliates may purchase Offered Securities from the Holders thereof from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Any Offered Securities purchased by the Company, the Guarantors or any of their respective Affiliates may, at the purchaser’s discretion, be redeemable at a redemption price equal to held, resold or canceled. (9) Except as provided in this Fourth Supplemental Indenture, the greater of (i) 100% of the principal amount Holders of the Offered Securities shall have no special rights in addition to be redeemed and (ii) as determined by those provided in the Quotation Agent and delivered to Base Indenture upon the Trustee in writing, the sum occurrence of the present values of the remaining scheduled payments of principal and interest thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, thereon to the Redemption Dateparticular events. (B10) As used herein:The Offered Securities shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves. (11) The Offered Securities are not convertible into shares of common stock or other securities of the Company or the Guarantors. (12) In addition to the provisions of the Base Indenture referred to in Section 11.03(b) thereof, the covenants described in Sections 1.3(1), 1.3(2) and 1.3(3) of this Fourth Supplemental Indenture shall be subject to the Company’s covenant defeasance right set forth in Section 11.03 of the Base Indenture. In addition, following any such covenant defeasance, the Events of Default set forth in Sections 1.5(1), 1.5(3) and 1.5(4) of this Fourth Supplemental Indenture shall cease to apply with respect to the Offered Securities.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (PENTAIR PLC)

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