Terms of the Notes. The following terms relate to the Notes: (1) The Notes shall constitute a series of Notes having the title “2.850% Notes due 2030.” (2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited. (3) The entire Outstanding principal of the Notes shall be payable on January 15, 2030. (4) The rate at which the Notes shall bear interest shall be 2.850% per year. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14, 2020. The Interest Payment Dates for the Notes shall be January 15 and July 15 of each year, beginning July 15, 2020. 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 (in connection with the Notes, 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. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent. (5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (6) The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Fourth Supplemental Indenture. (7) The Notes will not have the benefit of any sinking fund. (8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves. (10) The Notes are not convertible into shares of common stock or other securities of the Company. (11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relate relating to the NotesNotes are hereby established:
(1a) The Notes shall constitute a series of Notes Securities having the title “2.850% Notes due 20302026” and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 09259E AB4 and an ISIN number of US09259EAB48.”
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be $500,000,000 (175,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the “Initial Notes”). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, the case “Additional Notes”) having the same ranking and the same interest rate, maturity maturity, CUSIP number and other terms as the Initial Notes; provided that such Additional Notes must be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the Initial existing Notes shall each will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Additional Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(3c) The entire Outstanding principal amount of the Notes shall be payable on January 15February 9, 20302026 (the “Stated Maturity”), unless earlier redeemed or repurchased in accordance with the provisions of this Third Supplemental Indenture.
(4d) The rate at which the Notes shall bear interest shall be 2.850% per yearannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be February 9, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14, 2020. The for; the Interest Payment Dates for the Notes shall be January 15 February 9 and July 15 August 9 of each year, beginning July 15commencing August 9, 2020. 2021 (if an Interest shall Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be payable made on each the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including February 9, 2021 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the Holders of record initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be January 1 26 and July 1 prior to each August 26 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date Date. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in connection with such coin or currency of the NotesUnited States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “regular record dateGlobal Note”). The basis upon which interest Global Notes and the Trustee’s certificate of authentication thereon shall be calculated substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes shall be the Depositary. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08 and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date:
(a) 100% of the principal amount of the Notes to be redeemed, or
(b) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 40 basis points. All dollar amounts resulting from For purposes of calculating the calculation Redemption Price in connection with the redemption of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the form of one or more registered Global SecuritiesNotes, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Notes shall be substantially in the form attached hereto as Exhibit Aon any Redemption Date, the following terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Fourth Supplemental Indenture.
(7) The Notes will not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants meanings set forth in Section 1.5 hereof shall be applicable to the Notes.below:
Appears in 1 contract
Samples: Third Supplemental Indenture (BlackRock TCP Capital Corp.)
Terms of the Notes. The following terms relate to the Notes:
(1) The Notes shall constitute a series of Notes having the title “2.8504.750% Senior Notes due 20302024.”
(2) The Notes shall be issued at a price of one hundred percent (100%) of the principal amount thereof, other than any offering discounts pursuant to the initial offering and resale of the Notes.
(3) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)400,000,000. The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, the case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms (except for the issue price, the issue date and, if applicable, the payment of interest accruing prior to the issue date of such Additional Notes and the first payment of interest following the issue date of such Additional Notes) as the Initial Notes. Any Additional Notes and the Initial Notes Notes, shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if such the Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes Notes, will not to be of the same series and will have a one or more separate CUSIP numbernumbers. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(34) The entire Outstanding outstanding principal of the Notes shall be payable on January 15December 1, 20302024.
(45) The rate at which the Notes shall bear interest shall be 2.8504.750% per year. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14November 24, 20202014. The Interest Payment Dates for the Notes shall be January 15 December 1 and July 15 June 1 of each year, beginning July 15June 1, 20202015. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 November 15 and July 1 May 15 prior to each Interest Payment Date (in connection with the Notes, 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. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(56) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(67) The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 1.4 of this Fourth First Supplemental Indenture.
(7) 8) The Notes will not have the benefit of any sinking fund.
(8) 9) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(910) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(1011) The Notes are not convertible into shares of common stock or other securities of the Company.
(1112) The restrictive covenants set forth in Section 1.5 1.6 hereof shall be applicable to the Notes.
Appears in 1 contract
Samples: First Supplemental Indenture (Trimble Navigation LTD /Ca/)
Terms of the Notes. The following terms relate to the Notes:
(1) The 2027 Notes shall constitute a separate series of Notes having the title “2.8501.750% Senior Notes due 20302027” and the 2032 Notes shall constitute a separate series of Notes having the title “2.375% Senior Notes due 2032.”
(2) The aggregate principal amount of the 2027 Notes (the “Initial 2027 Notes”) and the 2032 Notes (the “Initial 2032 Notes,” and, together with the Initial 2027 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)€600,000,000 and €600,000,000, respectively. The Company may from time to time, without the consent of the Holders of either series of Notes, issue additional 2027 Notes (in any such case, the “Additional 2027 Notes”) and additional 2032 Notes (in any such case, the “Additional 2032 Notes” and, together with the Additional 2027 Notes, the “Additional Notes”) having the same ranking and terms (except for the same issue date, offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial 2027 Notes or the Initial 2032 Notes, as the case may be. Any Additional Notes of a series and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requiresIndenture; provided that if such any Additional Notes of a series are not fungible with the Initial Notes, Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will of such series shall not have the same ISIN or Common Code as the Initial Notes of such series. All references to a separate CUSIP numberseries of Notes shall include both the Initial Notes and any Additional Notes of such series, unless the context otherwise requires. The aggregate principal amount of each of the Additional 2027 Notes and the 2032 Notes shall be unlimited. The entire respective Outstanding principal amount of the 2027 Notes and the 2032 Notes shall be payable on April 15, 2027 and April 15, 2032, respectively. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the Corporate Trust Office of the Trustee.
(3) The entire Outstanding principal of the Notes shall be payable on January 15, 2030.
(4) The rate at which the 2027 Notes shall bear interest shall be 2.8501.750% per yearannum and the rate at which the 2032 Notes shall bear interest shall be 2.375% per annum. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14April 2, 2020. The Interest Payment Dates for the 2027 Notes shall be January 15 and July April 15 of each year, beginning July on April 15, 2020. 2020 until the principal is paid or made available for payment, and the Interest Payment Dates for the 2032 Notes shall be payable April 15 of each year, beginning on each April 15, 2020 until the principal is paid or made available for payment; provided that if any Interest Payment Date to for either series of Notes falls on a day that is not a Business Day, the Holders of record at the close of business required payment shall be made on the January 1 next Business Day as if it were made on the date the payment to Holders was due and July 1 prior to each no interest shall accrue on the amount so payable for the period from and after that Interest Payment Date (in connection with the Notes, a “Date. The regular record date”). The basis upon which interest date shall be calculated the 15th calendar day, whether or not a Business Day, immediately preceding the related Interest Payment Date. Interest on the Notes shall be that computed by the Company on the basis of a 360-an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of ICMA) day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest centcount convention.
(54) The Notes shall be issuable in whole in the form of one or more registered Global Securities, and the Depository for such Global Securities without coupons, which shall be The Depository Trust Companydeposited with, New Yorkor on behalf of, New Yorkthe applicable Depositary and shall be registered in the name of the Common Depositary for, and in respect of interests held through, the applicable Depositary. The Notes Each Note shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 €100,000 or any integral multiple of $€1,000 in excess thereof.
(65) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indenturehereof.
(76) The Notes will shall not have the benefit of any sinking fund.
(8) 7) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) 8) The Notes will shall be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and shall be ranked equally among themselves.
(109) The Notes are not convertible into shares of common stock or other securities of the Company.
(1110) The restrictive covenants set forth in Section 1.5 1.4 hereof shall be applicable to the Notes.
(11) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
(12) All payments of principal of, and interest (including Additional Amounts, if any) and premium (if any) on, the Notes shall be payable in euro; provided, however, that if, on or after March 30, 2020, euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the European Economic and 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 Notes 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 mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Notes so made in U.S. dollars shall not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Any references elsewhere in the Indenture or the Notes to payments being made in euro notwithstanding, payments shall be made in U.S. dollars to the extent set forth in this Section 1.2(12).
(13) The Bank of New York Mellon, London Branch, shall initially act as the Paying Agent in accordance with the terms of the Paying Agency Agreement. The Company hereby initially designates the Corporate Trust Office of the Trustee as the office to be maintained by it where Notes may be presented for payment, registration of transfer or exchange, and where notices to or demands upon the Company in respect of the Notes or the Indenture may be served. The Security Registrar for the Notes shall initially be the Trustee. Upon notice to the Trustee, the Company may at any time vary or terminate the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.
(14) In order to provide for all payments due on the Notes as the same shall become due, the Company shall cause to be paid to the Paying Agent, no later than 10:00 a.m. London time on the Business Day prior to the payment date of each Note, at such bank as the Paying Agent shall previously have notified the Company, in immediately available funds sufficient to meet all payments due on such Notes.
(15) Notwithstanding any other provision of this Supplemental Indenture, the Trustee and Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Supplemental Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Trustee or Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.
Appears in 1 contract
Samples: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relate relating to the NotesNotes are hereby established:
(1a) The Notes shall constitute a series of Notes Securities having the title “2.8502.625% Notes due 20302027” and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 69121K AF1 and an ISIN number of US69121KAF12.”
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be $500,000,000 (500,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the “Initial Notes”). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, the case “Additional Notes”) having the same ranking and the same interest rate, maturity maturity, CUSIP number and other terms as the Initial NotesNotes (except for the issue date, offering price and, if applicable, the initial interest payment date); provided that such Additional Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the Initial existing Notes shall each will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Additional Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(3c) The entire Outstanding principal amount of the Notes shall be payable on January 15, 20302027, unless earlier redeemed or repurchased in accordance with the provisions of this Sixth Supplemental Indenture.
(4d) The rate at which the Notes shall bear interest shall be 2.8502.625% per yearannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be April 26, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14, 2020. The for; the Interest Payment Dates for the Notes shall be January 15 and July 15 of each year, beginning commencing July 15, 2020. 2021 (if an Interest shall Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be payable made on each the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including April 26, 2021 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the Holders of record initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be January 1 and July 1 prior to each (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date Date. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Paying Agent, which shall initially be the Trustee, in connection with such coin or currency of the NotesUnited States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that in the case of Notes that are not in global form, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “regular record dateGlobal Note”). The basis upon which interest Global Notes and the Trustee’s certificate of authentication thereon shall be calculated substantially in the form of Exhibit A to this Sixth Supplemental Indenture. Each Global Note shall represent the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes shall be the Depositary Custodian. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.07 and 10.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption Date:
A. 100% of the principal amount of the Notes to be redeemed, or
B. the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from ) using the calculation of interest shall be rounded to applicable Treasury Rate plus 30 basis points; provided, however, that if the nearest cent.
(5) The Company redeems any Notes shall be issuable in whole in the form of one on or more registered Global Securitiesafter December 15, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Notes shall be substantially in the form attached hereto as Exhibit A2026, the terms of which are herein incorporated by reference. The Redemption Price for the Notes shall will be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option equal to 100% of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Fourth Supplemental Indenture.
(7) The Notes will not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders principal amount of the Notes shall have no special rights to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. For purposes of calculating the Redemption Price in addition to those provided in connection with the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations redemption of the Company and will rank equal in right of payment to all of Notes, on any Redemption Date, the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of following terms have the Company.
(11) The restrictive covenants meanings set forth in Section 1.5 hereof shall be applicable to the Notes.below:
Appears in 1 contract
Terms of the Notes. The following terms relate to the Notes:
(1) The 2025 Notes shall constitute a separate series of Notes having the title “2.8504.133% Senior Notes due 2025” and the 2030 Notes shall constitute a separate series of Notes having the title “4.497% Senior Notes due 2030.”
(2) The aggregate principal amount of the 2025 Notes (the “Initial 2025 Notes”) and the 2030 Notes (the “Initial 2030 Notes” and, together with the Initial 2025 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)1,100,000,000 and $1,100,000,000, respectively. The Company may from time to time, without the consent of the Holders of any series of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same ranking and terms (except for the same issue date, offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial NotesNotes of such series. Any Additional Notes of a series and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requiresIndenture; provided that if such any Additional Notes of a series are not fungible with the Initial Notes, Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will of such series shall not have the same CUSIP or ISIN numbers as the Initial Notes of such series. All references to a separate CUSIP numberseries of Notes shall include both the Initial Notes and any Additional Notes of such series, unless the context otherwise requires. The aggregate principal amount of each of the Additional 2025 Notes and the 2030 Notes shall be unlimited.
(3) The entire respective Outstanding principal amount of the 2025 Notes and the 2030 Notes shall be payable on January 15March 25, 2025 and March 25, 2030, respectively.
(4) The rate at which the 2025 Notes shall bear interest shall be 2.8504.133% per yearannum and the rate at which the 2030 Notes shall bear interest shall be 4.497% per annum. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14March 25, 2020. The Interest Payment Dates for the each series of Notes shall be January 15 March 25 and July 15 September 25 of each year, beginning July 15on September 25, 2020, until the principal is paid or made available for payment. Interest for each series of Notes shall be payable in arrears on each Interest Payment Date for such series of Notes to the Holders holders of record at the close of business on the January 1 March 10 and July 1 September 10 prior to each such Interest Payment Date (in connection with the Noteseach, a “regular record date”). The basis upon which interest shall be calculated for the Notes shall be that of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indenturehereof.
(7) The Notes will shall not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will shall be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and shall be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 1.4 hereof shall be applicable to the Notes.
(12) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
Appears in 1 contract
Samples: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relate to the Notes:
(1a) The 2017 Notes shall constitute a series of Notes having the title “2.8502.00% Senior Notes due 20302017”, and the 2022 Notes shall constitute a separate series of Notes having the title “3.25% Senior Notes due 2022”.”
(2b) The aggregate principal amount of the 2017 Notes (the “Initial 2017 Notes”) and the 2022 Notes (the “Initial 2022 Notes” and, together with the Initial 2017 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)750,000,000 and $250,000,000, respectively. The Company may from time to time, without the consent of the Holders of the applicable series of Notes, issue additional 2017 Notes (in any such case “Additional 2017 Notes”) or additional 2022 Notes (in any such case, the “Additional 2022 Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial 2017 Notes or the Initial 2022 Notes, as the case may be. Any Additional 2017 Notes and the Initial 2017 Notes, and any Additional 2022 Notes and the Initial 2022 Notes, as the case may be, shall each constitute a single series under the Indenture and all references to the 2017 Notes shall include the Initial 2017 Notes and any Additional 2017 Notes and all references to the 2022 Notes shall include the Initial 2022 Notes and any Additional 2022 Notes, unless the context otherwise requires; provided that if such Additional 2017 Notes or Additional 2022 Notes are not fungible with the Initial 2017 Notes or Initial 2022 Notes, respectively, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional 2017 Notes and Additional 2022 Notes shall be unlimited.
(3c) The entire Outstanding principal of the 2017 Notes and 2022 Notes shall be payable on January December 15, 20302017 and on December 15, 2022, respectively.
(4d) The rate at which the Notes shall bear interest shall be 2.8502.00% per yearyear for the 2017 Notes and 3.25% per year for the 2022 Notes. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14December 12, 20202012. The Interest Payment Dates for the Notes shall be January June 15 and July December 15 of each year, beginning July June 15, 20202013. Interest shall be payable on each Interest Payment Date 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 (in connection with the Notes, 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. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5e) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit AA (2017 Notes) and Exhibit B (2022 Notes), the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6f) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indenture1.03 hereof.
(7g) The Notes will not have the benefit of any sinking fund.
(8) h) Except as provided herein, the Holders holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9i) The Notes will be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and be ranked equally among themselves.
(10j) The Notes are not convertible into shares of common stock or other securities of the Company.
(11k) The restrictive covenants covenant set forth in Section 1.5 1.04 hereof shall be applicable to the Notes.
(l) The Designated Currency of the Notes shall be Dollars.
Appears in 1 contract
Terms of the Notes. The following terms relate to the Notes:
(1) The 2027 Notes shall constitute a separate series of Notes having the title “2.8503.200% Senior Notes due 20302027” and the 2047 Notes shall constitute a separate series of Notes having the title “4.100% Senior Notes due 2047.”
(2) The aggregate principal amount of the 2027 Notes (the “Initial 2027 Notes”) and the 2047 Notes (the “Initial 2047 Notes” and, together with the Initial 2027 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)750,000,000 and $750,000,000, respectively. The Company may from time to time, without the consent of the Holders of any series of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same ranking and terms (except for the same issue date, offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial NotesNotes of such series. Any Additional Notes of a series and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requiresIndenture; provided that if such any Additional Notes of a series are not fungible with the Initial Notes, Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will of such series shall not have the same CUSIP or ISIN numbers as the Initial Notes of such series. All references to a separate CUSIP numberseries of Notes shall include both the Initial Notes and any Additional Notes of such series, unless the context otherwise requires. The aggregate principal amount of each of the Additional 2027 Notes and the 2047 Notes shall be unlimited.
(3) The entire respective Outstanding principal amount of the 2027 Notes and the 2047 Notes shall be payable on January August 15, 20302027 and August 15, 2047, respectively.
(4) The rate at which the 2027 Notes shall bear interest shall be 2.8503.200% per yearannum and the rate at which the 2047 Notes shall bear interest shall be 4.100% per annum. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January August 14, 20202017. The Interest Payment Dates for the each series of Notes shall be January February 15 and July August 15 of each year, beginning July February 15, 20202018. Interest for each series of Notes shall be payable in arrears on each Interest Payment Date for such series of Notes to the Holders holders of record at the close of business on the January 1 31 and July 1 31 prior to each such Interest Payment Date (in connection with the Noteseach, a “regular record date”). The basis upon which interest shall be calculated for the Notes shall be that of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indenturehereof, and must be redeemed, under certain circumstances, on the Special Mandatory Redemption Date, as provided in Section 1.3A hereof.
(7) The Notes will shall not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will shall be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and shall be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 1.4 hereof shall be applicable to the Notes.
(12) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relate to the Notes:
(1a) The Notes shall constitute a two separate series of Notes having Securities issued under the title Base Indenture to be designated (i) “2.8504.000% Senior Notes due 20302023” and (ii) “4.125% Senior Notes due 2025,” respectively.”
(2b) The There are to be authenticated and delivered (i) $500,000,000 aggregate principal amount of the 2023 Notes that may be initially authenticated and delivered under the Indenture shall be (ii) $500,000,000 aggregate principal amount of the 2025 Notes.
(the “Initial Notes”). c) The Company may from time to time, without the consent of the Holders of the applicable series of Notes, issue additional Additional Notes (in any such case, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms (except for the issue date and, in some cases, the public offering price and the first Interest Payment Date) as the Initial NotesNotes of such series. The aggregate principal amount of the Additional Notes of each series shall be unlimited.
(d) Any Additional Notes and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if any such Additional Notes are not fungible with the Initial Notes, previously issued Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will have be issued with a separate different CUSIP number. The aggregate principal amount number as the previously issued Notes of each of the Additional Notes shall be unlimitedsuch series.
(3e) The entire Outstanding outstanding principal of (i) the 2023 Notes shall be payable on January April 15, 2030.
2023 and (4ii) the 2025 Notes shall be payable on April 15, 2025. The rate at which the Notes shall bear interest shall be 2.850be, (i) in the case of the 2023 Notes, 4.000% per year and, (ii) in the case of the 2025 Notes, 4.125% per year. The date from which interest shall accrue on the Notes shall be April 21, 2020, or the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14, 2020for. The Interest Payment Dates for the Notes shall be January April 15 and July October 15 of each year, beginning July October 15, 2020. .
(f) Interest shall be payable on each Interest Payment Date to the Holders of record of the Notes at the close of business on the January April 1 and July or October 1 prior to immediately preceding each Interest Payment Date (in connection with the Noteseach, a “regular record date”). The basis upon which interest Interest shall be calculated shall be that on the basis of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5g) The Notes shall be issuable that are issued in whole a registered offering pursuant to the Securities Act of 1933, as amended, shall, (i) in the form case of one or more registered Global Securitiesthe 2023 Notes, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Notes shall be substantially in the form attached hereto as Exhibit AA and, (ii) in the case of the 2025 Notes, be substantially in the form attached hereto as Exhibit B, in each case, the terms of which are herein incorporated by reference. Such Global Notes shall be deposited with the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided.
(h) The Depositary for the Global Notes shall be The Depository Trust Company, or its successors (the “Depositary”).
(i) Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable legends set forth in Exhibit A (in the case of the 2023 Notes) or Exhibit B (in the case of the 2025 Notes) (collectively, the “Note Legends”) on the face thereof until the Note Legends are removed or not required.
(j) The Notes shall be denominated in Dollars and shall be issuable in minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6k) The Notes may be redeemed at the option of by the Company prior to the Stated Maturityapplicable maturity date, as provided in Section 1.3 of this Fourth Supplemental Indenture1.05.
(7l) The Notes will not have the benefit of any sinking fund.
(8) m) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9n) The Notes will be direct, unconditional, senior unsecured and unsubordinated obligations of the Company Company, and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves, and senior in right of payment to any subordinated indebtedness the Company may incur.
(10o) The Notes are not convertible into shares of common stock or other securities of the Company.
(11p) The restrictive covenants set forth in Section 1.5 hereof 1.07 shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relate to the Notes:
(1) The 2028 Notes shall constitute a separate series of Notes having the title “2.8501.750% Senior Notes due 20302028”, the 2031 Notes shall constitute a separate series of Notes having the title “2.000% Senior Notes due 2031” and the 2041 Notes shall constitute a separate series of Notes having the title “2.800% Senior Notes due 2041.”
(2) The aggregate principal amount of the 2028 Notes (the “Initial 2028 Notes”), the 2031 Notes (the “Initial 2031 Notes”) and the 2041 Notes (the “Initial 2041 Notes” and, together with the Initial 2028 Notes and the Initial 2031 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)700,000,000, $1,200,000,000 and $1,200,000,000, respectively. The Company may from time to time, without the consent of the Holders of any series of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same ranking and terms (except for the same issue date, offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial NotesNotes of such series. Any Additional Notes of a series and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requiresIndenture; provided that if such any Additional Notes of a series are not fungible with the Initial Notes, Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will of such series shall not have the same CUSIP or ISIN numbers as the Initial Notes of such series. All references to a separate CUSIP numberseries of Notes shall include both the Initial Notes and any Additional Notes of such series, unless the context otherwise requires. The aggregate principal amount of each of the Additional 2028 Notes, the 2031 Notes and the 2041 Notes shall be unlimited.
(3) The entire respective Outstanding principal amount of the 2028 Notes, the 2031 Notes and the 2041 Notes shall be payable on January October 15, 20302028, October 15, 2031 and October 15, 2041, respectively.
(4) The rate at which the 2028 Notes shall bear interest shall be 2.8501.750% per yearannum, the rate at which the 2031 Notes shall bear interest shall be 2.000% per annum and the rate at which the 2041 Notes shall bear interest shall be 2.800% per annum. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14August 23, 20202021. The Interest Payment Dates for the each series of Notes shall be January April 15 and July October 15 of each year, beginning July on April 15, 20202022, until the principal is paid or made available for payment. Interest for each series of Notes shall be payable in arrears on each Interest Payment Date for such series of Notes to the Holders holders of record at the close of business on the January 1 March 31 and July 1 September 30 prior to each such Interest Payment Date (in connection with the Noteseach, a “regular record date”). The basis upon which interest shall be calculated for the Notes shall be that of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indenturehereof.
(7) The Notes will shall not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will shall be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and shall be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 1.4 hereof shall be applicable to the Notes.
(12) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
Appears in 1 contract
Samples: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relate to the Notes:
(1) The 2030 Notes shall constitute a series of Notes having the title “2.8501.750% Senior Notes due 2030” and the 2050 Notes shall constitute a separate series of Notes having the title “2.750% Senior Notes due 2050”.”
(2) The aggregate principal amount of the 2030 Notes (the “Initial 2030 Notes”) and the 2050 Notes (the “Initial 2050 Notes” and, together with the Initial 2030 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)750,000,000 and $750,000,000, respectively. The Company may from time to time, without the consent of the Holders of Notes, issue additional 2030 Notes (in any such case, the case “Additional 2030 Notes”) or additional 2050 Notes (in any such case “Additional 2050 Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial 2030 Notes or the Initial 2050 Notes, as the case may be. Any Additional 2030 Notes and the Initial 2030 Notes and any Additional 2050 Notes and the Initial 2050 Notes, as the case may be, shall each constitute a single series under the Indenture and all references to the 2030 Notes shall include the Initial 2030 Notes and any Additional 2030 Notes and all references to the 2050 Notes shall include the Initial 2050 Notes and any Additional 2050 Notes, unless the context otherwise requires; provided that if unless such Additional 2030 Notes or Additional 2050 Notes are not fungible with issued pursuant to a “qualified reopening” of the Initial 2030 Notes or Initial 2050 Notes, respectively or are otherwise treated as part of the same “issue” of debt instruments as the Initial 2030 Notes or the Initial 2050 Notes, respectively, or are issued with no more than a de minimis amount of original discount, in each case, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional 2030 Notes and Additional 2050 Notes shall be unlimited.
(3) The entire Outstanding principal of the 2030 Notes and 2050 Notes shall be payable on January 15June 1, 20302030 and on June 1, 2050, respectively.
(4) The rate at which the Notes shall bear interest shall be 2.8501.750% per yearyear for the 2030 Notes and 2.750% per year for the 2050 Notes. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14May 29, 2020. The Interest Payment Dates for the Notes shall be January 15 June 1 and July 15 December 1 of each year, beginning July 15December 1, 2020. Interest shall be payable on each Interest Payment Date to the Holders holders of record at the close of business on the January 1 May 15 and July 1 November 15 prior to each Interest Payment Date (in connection with the Notes, 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. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, A (2030 Notes) and Exhibit B (2050 Notes) the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indenturehereof.
(7) The Notes will not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants covenant set forth in Section 1.5 1.4 hereof shall be applicable to the Notes.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Applied Materials Inc /De)
Terms of the Notes. The following terms relate to the Notes:
(1) The 2026 Notes shall constitute a separate series of Notes having the title “2.8505.000% Senior Notes due 20302026”, the 2029 Notes shall constitute a separate series of Notes having the title “5.000% Senior Notes due 2029” and the 2034 Notes shall constitute a separate series of Notes having the title “5.200% Senior Notes due 2034.”
(2) The aggregate principal amount of the 2026 Notes (the “Initial 2026 Notes”), the 2029 Notes (the “Initial 2029 Notes”) and the 2034 Notes (the “Initial 2034 Notes” and, collectively with the Initial 2026 Notes and the Initial 2029 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)1,000,000,000, $1,000,000,000 and $500,000,000, respectively. The Company may from time to time, without the consent of the Holders of any series of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) and ranking equally and the same interest rate, maturity and other terms as ratably with the Initial NotesNotes of such series. Any Additional Notes of a series and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requiresIndenture; provided that if such any Additional Notes of a series are not fungible with the Initial Notes, Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will of such series shall not have the same CUSIP or ISIN numbers as the Initial Notes of such series. All references to a separate CUSIP numberseries of Notes shall include both the Initial Notes and any Additional Notes of such series, unless the context otherwise requires. The aggregate principal amount of each of the Additional 2026 Notes, the 2029 Notes and the 2034 Notes shall be unlimited.
(3) The entire respective Outstanding principal amount of the 2026 Notes, the 2029 Notes and the 2034 Notes shall be become due and payable on December 5, 2026, January 1531, 20302029 and January 31, 2034, respectively.
(4) The rate at which the 2026 Notes shall bear interest shall be 2.8505.000% per yearannum, the rate at which the 2029 Notes shall bear interest shall be 5.000% per annum and the rate at which the 2034 Notes shall bear interest shall be 5.200% per annum. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14December 5, 20202023. The Interest Payment Dates for the 2026 Notes shall be January 15 June 5 and July 15 December 5 of each year, beginning on June 5, 2024, until the principal is paid or made available for payment and the Interest Payment Dates for the 2029 Notes and the 2034 Notes shall be January 31 and July 1531 of each year, 2020beginning on July 31, 2024, until the principal is paid or made available for payment. Interest for each series of Notes shall be payable in arrears on each Interest Payment Date for such series of Notes to the Holders holders of record at the close of business on the January 1 May 21 and July 1 November 20 prior to each such Interest Payment Date Date, in the case of the 2026 Notes, and the January 16 and July 16 prior to each such Interest Payment Date, in the case of the 2029 Notes and the 2034 Notes (in connection with the Noteseach, a “regular record date”). The basis upon which interest shall be calculated for the Notes shall be that of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indenturehereof.
(7) The Notes will shall not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will shall be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and shall be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 1.4 hereof shall be applicable to the Notes.
(12) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
Appears in 1 contract
Samples: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relate to the Notes:
(1) The Notes shall constitute a series of Notes having the title “2.8503.500% Notes due 20302027.”
(2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(3) The entire Outstanding principal of the Notes shall be payable on January June 15, 20302027.
(4) The rate at which the Notes shall bear interest shall be 2.8503.500% per year. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14June 8, 20202017. The Interest Payment Dates for the Notes shall be January June 15 and July December 15 of each year, beginning July December 15, 20202017. 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 (in connection with the Notes, 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. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Fourth Third Supplemental Indenture.
(7) The Notes will not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relate to the Notes:
(1) The 2027 Notes shall constitute a separate series of Notes having the title “2.8504.800% Senior Notes due 20302027” and the 2032 Notes shall constitute a separate series of Notes having the title “4.950% Senior Notes due 2032.”
(2) The aggregate principal amount of the 2027 Notes (the “Initial 2027 Notes”) and the 2032 Notes (the “Initial 2032 Notes” and, together with the Initial 2027 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $500,000,000 (the “Initial Notes”)600,000,000 and $600,000,000, respectively. The Company may from time to time, without the consent of the Holders of either series of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) and ranking equally and the same interest rate, maturity and other terms as ratably with the Initial NotesNotes of such series. Any Additional Notes of a series and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requiresIndenture; provided that if such any Additional Notes of a series are not fungible with the Initial Notes, Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will of such series shall not have the same CUSIP or ISIN numbers as the Initial Notes of such series. All references to a separate CUSIP numberseries of Notes shall include both the Initial Notes and any Additional Notes of such series, unless the context otherwise requires. The aggregate principal amount of each of the Additional 2027 Notes and the 2032 Notes shall be unlimited.
(3) The entire respective Outstanding principal amount of the 2027 Notes and the 2032 Notes shall be payable on January 15November 21, 20302027 and November 21, 2032, respectively.
(4) The rate at which the 2027 Notes shall bear interest shall be 2.8504.800% per yearannum and the rate at which the 2032 Notes shall bear interest shall be 4.950% per annum. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14November 21, 20202022. The Interest Payment Dates for the each series of Notes shall be January 15 May 21 and July 15 November 21 of each year, beginning July 15on May 21, 20202023, until the principal is paid or made available for payment. Interest for each series of Notes shall be payable in arrears on each Interest Payment Date for such series of Notes to the Holders holders of record at the close of business on the January 1 May 6 and July 1 November 6 prior to each such Interest Payment Date (in connection with the Noteseach, a “regular record date”). The basis upon which interest shall be calculated for the Notes shall be that of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indenturehereof.
(7) The Notes will shall not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will shall be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and shall be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 1.4 hereof shall be applicable to the Notes.
(12) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
Appears in 1 contract
Samples: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relate to the Notes:
(1) The 2026 Notes shall constitute a separate series of Notes having the title “2.8503.200% Senior Notes due 20302026” and the 2034 Notes shall constitute a separate series of Notes having the title “3.650% Senior Notes due 2034.”
(2) The aggregate principal amount of the 2026 Notes (the “Initial 2026 Notes”) and the 2034 Notes (the “Initial 2034 Notes,” and, together with the Initial 2026 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $€500,000,000 (the “Initial Notes”)and €750,000,000, respectively. The Company may from time to time, without giving notice to or seeking the consent of the any Holders of NotesNotes of such series, issue additional 2026 Notes (in any such case, the “Additional 2026 Notes”) and additional 2034 Notes (in any such case, the “Additional 2034 Notes,” and, together with the Additional 2026 Notes, the “Additional Notes”) having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) and ranking equally and ratably with the Initial 2026 Notes and the same interest rateInitial 2034 Notes, maturity and other terms as the Initial Notescase may be. Any Additional Notes of a series and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requiresIndenture; provided that if such any Additional Notes of a series are not fungible with the Initial Notes, Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will of such series shall have separate ISIN and Common Code numbers. All references to a separate CUSIP numberseries of Notes shall include both the Initial Notes and any Additional Notes of such series, unless the context otherwise requires. The aggregate principal amount of each of the Additional 2026 Notes and the 2034 Notes shall be unlimited.
(3) The entire respective Outstanding principal amount of the 2026 Notes and the 2034 Notes shall be payable on January 1521, 20302026 and November 21, 2034, respectively. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the office or agency maintained for such purposes in London, initially, the Specified Office of the Paying Agent.
(4) The rate at which the 2026 Notes shall bear interest shall be 2.8503.200% per yearannum and the rate at which the 2034 Notes shall bear interest shall be 3.650% per annum. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14November 21, 20202022. The Interest Payment Dates for the 2026 Notes shall be January 15 and July 15 21 of each year, beginning July 15on January 21, 2020. 2023 until the principal is paid or made available for payment, and the Interest Payment Dates for the 2034 Notes shall be November 21 of each year, beginning on November 21, 2023 until the principal is paid or made available for payment; provided that if any Interest Payment Date for either series of Notes falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment to Holders was due and no interest shall accrue on the amount so payable on for the period from and after that Interest Payment Date. The regular record date shall be the Business Day immediately preceding each Interest Payment Date to the Holders of record at the close of business Date. Interest on the January 1 and July 1 prior to each Interest Payment Date (in connection with the Notes, a “regular record date”). The basis upon which interest Notes shall be calculated shall be that computed by the Company on the basis of a 360-an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of ICMA) day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest centcount convention.
(5) The Notes shall be issuable in whole in the form of one or more registered Global Securities, and the Depository for such Global Securities without coupons, which shall be The Depository Trust Companydeposited with, New Yorkor on behalf of, New Yorkthe applicable Depositary and shall be registered in the name of the Common Depositary for, and in respect of interests held through, the applicable Depositary. The Notes Each Note shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 €100,000 or any integral multiple of $€1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturitymaturity date, as provided in Section 1.3 of this Fourth Supplemental Indentureand 1.4 hereof.
(7) The Notes will shall not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will shall be senior general unsecured and unsubordinated obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and shall be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
(12) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
(13) All payments of principal of, and interest (including Additional Amounts, if any) and premium (if any) on, the Notes shall be payable in euro; provided, however, that if, on or after November 14, 2022, euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the European Economic and 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 Notes 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 mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Notes so made in U.S. dollars shall not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Any references elsewhere in the Indenture or the Notes to payments being made in euro notwithstanding, payments shall be made in U.S. dollars to the extent set forth in this Section 1.2(13).
(a) The Bank of New York Mellon, London Branch, shall initially act as the Paying Agent in accordance with the terms of the Paying Agency Agreement. The Company hereby initially designates the Specified Office of the Paying Agent as the office to be maintained by it where Notes may be presented for payment, registration of transfer or exchange, and where notices to or demands upon the Company in respect of the Notes or the Indenture may be served. The Security Registrar for the Notes shall initially be the Trustee. Upon notice to the Trustee, the Company may at any time vary or terminate the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.
(14) In order to provide for all payments due on the Notes as the same shall become due, the Company shall cause to be paid to the Paying Agent, no later than 10:00 a.m. London time on the Business Day prior to the payment date of each Note, at such bank as the Paying Agent shall previously have notified the Company, in immediately available funds sufficient to meet all payments due on such Notes.
(15) Notwithstanding any other provision of this Supplemental Indenture, the Trustee and Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Supplemental Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Trustee or Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.
Appears in 1 contract
Samples: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relate to the Notes:
(1) The Notes shall constitute a series of Notes having the title “2.8502.400% Notes due 20302031.”
(2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall be $500,000,000 1,000,000,000 (the “Initial Notes”). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(3) The entire Outstanding principal of the Notes shall be payable on January December 15, 20302031.
(4) The rate at which the Notes shall bear interest shall be 2.8502.400% per year. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14October 7, 20202021. The Interest Payment Dates for the Notes shall be January June 15 and July December 15 of each year, beginning July June 15, 20202022. 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 (in connection with the Notes, 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. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Fourth Fifth Supplemental Indenture.
(7) The Notes will not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relate to the Notes:
(1) The Notes shall constitute a series of Notes having the title “2.8501.400% Notes due 2030.”
(2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall be $500,000,000 1,500,000,000 (the “Initial Notes”). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, the “Additional Notes”) having the same ranking and the same interest rate, maturity Maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(3) The entire Outstanding outstanding principal of the Notes shall be payable on January 15September 1, 2030.
(4) The rate at which the Notes shall bear interest shall be 2.8501.400% per year. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14August 11, 2020. The Interest Payment Dates for the Notes shall be January 15 March 1 and July 15 September 1 of each year, beginning July 15March 1, 20202021. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the January 1 February 15 and July 1 August 15 prior to each Interest Payment Date (in connection with the Notes, 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. All dollar Dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5) The Notes shall be issuable in whole in the 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 Notes shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. The Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Fourth First Supplemental Indenture.
(7) The Notes will not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relate to the Notes:
(1a) The Notes shall constitute a two separate series of Notes having Securities issued under the title Base Indenture to be designated (i) “2.8501.800% Senior Notes due 20302026” and (ii) “2.375% Senior Notes due 2028,” respectively.”
(2b) The There are to be authenticated and delivered (i) $700,000,000 aggregate principal amount of the 2026 Notes that may be initially authenticated and delivered under (ii) $650,000,000 aggregate principal amount of the Indenture shall be $500,000,000 2028 Notes.
(the “Initial Notes”). c) The Company may from time to time, without the consent of the Holders of the applicable series of Notes, issue additional Additional Notes (in any such case, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms (except for the issue date and, in some cases, the public offering price and the first Interest Payment Date) as the Initial NotesNotes of such series. The aggregate principal amount of the Additional Notes of each series shall be unlimited.
(d) Any Additional Notes and the Initial Notes of such series shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if any such Additional Notes are not fungible with the Initial Notes, previously issued Notes of such series for U.S. federal income tax purposes, the applicable such Additional Notes will have be issued with a separate different CUSIP number. The aggregate principal amount number as the previously issued Notes of each of the Additional Notes shall be unlimitedsuch series.
(3e) The entire Outstanding outstanding principal of (i) the 2026 Notes shall be payable on January September 15, 2030.
2026 and (4ii) the 2028 Notes shall be payable on September 15, 2028. The rate at which the Notes shall bear interest shall be 2.850be, (i) in the case of the 2026 Notes, 1.800% per year and, (ii) in the case of the 2028 Notes, 2.375% per year. The date from which interest shall accrue on the Notes shall be September 9, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14, 2020for. The Interest Payment Dates for the Notes shall be January March 15 and July September 15 of each year, beginning July March 15, 2020. 2022.
(f) Interest shall be payable on each Interest Payment Date to the Holders of record of the Notes at the close of business on the January 1 and July 1 day that is 15 calendar days prior to each such Interest Payment Date (in connection with the Noteseach, a “regular record date”). The basis upon which interest Interest shall be calculated shall be that on the basis of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(5g) The Notes shall be issuable that are issued in whole a registered offering pursuant to the Securities Act of 1933, as amended, shall, (i) in the form case of one or more registered Global Securitiesthe 2026 Notes, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Notes shall be substantially in the form attached hereto as Exhibit AA and, (ii) in the case of the 2028 Notes, be substantially in the form attached hereto as Exhibit B, in each case, the terms of which are herein incorporated by reference. Such Global Notes shall be deposited with the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided.
(h) The Depositary for the Global Notes shall be The Depository Trust Company, or its successors (the “Depositary”).
(i) Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable legends set forth in Exhibit A (in the case of the 2026 Notes) or Exhibit B (in the case of the 2028 Notes) (collectively, the “Note Legends”) on the face thereof until the Note Legends are removed or not required.
(j) The Notes shall be denominated in Dollars and shall be issuable in minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6k) The Notes may be redeemed at the option of by the Company prior to the Stated Maturityapplicable maturity date, as provided in Section 1.3 of this Fourth Supplemental Indenture1.05.
(7l) The Notes will not have the benefit of any sinking fund.
(8) m) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9n) The Notes will be direct, unconditional, senior unsecured and unsubordinated obligations of the Company Company, and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves, and senior in right of payment to any subordinated indebtedness the Company may incur.
(10o) The Notes are not convertible into shares of common stock or other securities of the Company.
(11p) The restrictive covenants set forth in Section 1.5 hereof 1.07 shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relate relating to the NotesNotes are hereby established:
(1a) The Notes shall constitute a series of Notes Securities having the title “2.8502.875% Notes due 20302027” and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 04010L BD4 and an ISIN number of US04010LBD47.”
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be $500,000,000 (500,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the “Initial Notes”). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case, the case “Additional Notes”) having the same ranking and the same interest rate, maturity maturity, CUSIP number and other terms as the Initial Notes; provided that such Additional Notes must be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the Initial existing Notes shall each will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Additional Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(3c) The entire Outstanding principal amount of the Notes shall be payable on January June 15, 20302027, unless earlier redeemed or repurchased in accordance with the provisions of this Sixteenth Supplemental Indenture.
(4d) The rate at which the Notes shall bear interest shall be 2.8502.875% per yearannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be January 13, 2022, or the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from January 14, 2020. The for; the Interest Payment Dates for the Notes shall be January June 15 and July December 15 of each year, beginning July commencing June 15, 2020. 2022 (if an Interest shall Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be payable made on each the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including January 13, 2022 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the Holders of record initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the January Regular Record Date for such interest, which shall be June 1 and July December 1 prior to each (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date Date. Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the Corporate Trust Office of the Trustee in connection with such coin or currency of the NotesUnited States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “regular record dateGlobal Note”). The basis upon which interest Global Notes and the Trustee’s certificate of authentication thereon shall be calculated substantially in the form of Exhibit A to this Sixteenth Supplemental Indenture. Each Global Note shall represent the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes shall be the Depositary. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08 and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date:
(a) 100% of the principal amount of the Notes to be redeemed, or
(b) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from ) using the calculation of interest shall be rounded to applicable Treasury Rate plus 25 basis points; provided, however, that if the nearest cent.
(5) The Company redeems any Notes shall be issuable in whole in the form of one on or more registered Global Securitiesafter May 15, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Notes shall be substantially in the form attached hereto as Exhibit A2027, the terms of which are herein incorporated by reference. The Redemption Price for the Notes shall will be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) The Notes may be redeemed at the option equal to 100% of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Fourth Supplemental Indenture.
(7) The Notes will not have the benefit of any sinking fund.
(8) Except as provided herein, the Holders principal amount of the Notes shall have no special rights to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. For purposes of calculating the Redemption Price in addition to those provided in connection with the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations redemption of the Company and will rank equal in right of payment to all of Notes, on any Redemption Date, the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of following terms have the Company.
(11) The restrictive covenants meanings set forth in Section 1.5 hereof shall be applicable to the Notes.below:
Appears in 1 contract